10-Q

Table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: to

Commission File Number: 001-33723

Main Street Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland	41-2230745
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)
1300 Post Oak Boulevard, 8th Floor<br><br>Houston, TX	77056
(Address of principal executive offices)	(Zip Code)

(713) 350-6000

(Registrant’s telephone number including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which<br><br>Registered
Common Stock, par value $0.01 per share	MAIN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	þ	Accelerated filer	o	Non-accelerated filer	o	Smaller reporting company	o
						Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares outstanding of the issuer’s common stock as of August 8, 2024 was 87,073,879.

Table of contents

	PART I
	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets—June 30, 2024(unaudited) and December 31, 2023	1
	Consolidated Statements of Operations (unaudited)—Threeand sixmonths endedJune 30, 2024and 2023	2
	Consolidated Statements of Changes in Net Assets (unaudited)—Three andsixmonths endedJune 30, 2024and 2023	3
	Consolidated Statements of Cash Flows (unaudited)—Sixmonths endedJune 30, 2024and 2023	4
	Consolidated Schedule of Investments (unaudited)—June 30, 2024	5
	Consolidated Schedule of Investments—December 31, 2023	35
	Notes to Consolidated Financial Statements (unaudited)	66
	Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Sixmonths endedJune 30, 2024 and 2023	108
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	126
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	145
Item 4.	Controls and Procedures	146
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings	147
Item 1A.	Risk Factors	147
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	147
Item 5.	Other Information	147
Item 6.	Exhibits	149
	Signatures	150

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)

	June 30,<br>2024		December 31, 2023
	(Unaudited)
ASSETS
Investments at fair value:
Control investments (cost: $1,484,861 and $1,435,131 as of June 30, 2024 and December 31, 2023, respectively)	$	2,075,429	$	2,006,698
Affiliate investments (cost: $679,571 and $575,894 as of June 30, 2024 and December 31, 2023, respectively)	752,764		615,002
Non‑Control/Non‑Affiliate investments (cost: $1,949,642 and $1,714,935 as of June 30, 2024 and December 31, 2023, respectively)	1,909,318		1,664,571
Total investments (cost: $4,114,074 and $3,725,960 as of June 30, 2024 and December 31, 2023, respectively)	4,737,511		4,286,271
Cash and cash equivalents	30,472		60,083
Interest and dividend receivable and other assets	116,003		89,337
Receivable for securities sold	63,615		—
Deferred financing costs (net of accumulated amortization of $13,370 and $12,329 as of June 30, 2024 and December 31, 2023, respectively)	9,734		7,879
Total assets	$	4,957,335	$	4,443,570
LIABILITIES
Credit Facilities	$	625,000	$	360,000
July 2026 Notes (par: $500,000 as of both June 30, 2024 and December 31, 2023)	498,925		498,662
March 2029 Notes (par: $350,000 as of June 30, 2024)	346,642		—
June 2027 Notes (par: $300,000 as of June 30, 2024)	297,660		—
SBIC debentures (par: $286,200 and $350,000 as of June 30, 2024 and December 31, 2023, respectively)	280,617		344,535
December 2025 Notes (par: $150,000 as of both June 30, 2024 and December 31, 2023)	149,224		148,965
May 2024 Notes (par: $450,000 as of December 31, 2023)	—		450,182
Accounts payable and other liabilities	51,143		62,576
Interest payable	25,823		17,025
Dividend payable	21,205		20,368
Deferred tax liability, net	82,140		63,858
Total liabilities	2,378,379		1,966,171
Commitments and contingencies (Note K)
NET ASSETS
Common stock, $0.01 par value per share (150,000,000 shares authorized; 86,552,506 and 84,830,679 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)	865		848
Additional paid‑in capital	2,337,879		2,270,549
Total undistributed earnings	240,212		206,002
Total net assets	2,578,956		2,477,399
Total liabilities and net assets	$	4,957,335	$	4,443,570
NET ASSET VALUE PER SHARE	$	29.80	$	29.20

The accompanying notes are an integral part of these consolidated financial statements

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(in thousands, except shares and per share amounts)

(Unaudited)

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
	2024		2023		2024		2023
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments	$	51,318	$	47,979	$	102,437	$	96,841
Affiliate investments	23,201		20,999		40,928		38,455
Non‑Control/Non‑Affiliate investments	57,635		58,605		120,394		112,542
Total investment income	132,154		127,583		263,759		247,838
EXPENSES:
Interest	(29,161)		(26,754)		(55,937)		(51,752)
Compensation	(11,322)		(12,188)		(23,581)		(23,300)
General and administrative	(5,375)		(4,514)		(9,595)		(8,591)
Share‑based compensation	(4,883)		(4,087)		(8,986)		(8,187)
Expenses allocated to the External Investment Manager	5,887		5,688		11,446		10,686
Total expenses	(44,854)		(41,855)		(86,653)		(81,144)
NET INVESTMENT INCOME	87,300		85,728		177,106		166,694
NET REALIZED GAIN (LOSS):
Control investments	(361)		(48,111)		(352)		(51,077)
Affiliate investments	7,863		9,997		753		(16,267)
Non‑Control/Non‑Affiliate investments	(4,088)		(37,392)		(9,355)		(36,542)
Total net realized gain (loss)	3,414		(75,506)		(8,954)		(103,886)
NET UNREALIZED APPRECIATION (DEPRECIATION):
Control investments	5,589		75,779		37,659		92,940
Affiliate investments	9,502		(11,469)		15,428		21,672
Non‑Control/Non‑Affiliate investments	7,953		40,631		10,606		25,447
Total net unrealized appreciation	23,044		104,941		63,693		140,059
INCOME TAXES:
Federal and state income, excise and other taxes	(1,597)		(1,671)		(3,728)		(3,407)
Deferred taxes	(9,473)		(6,976)		(18,282)		(13,353)
Income tax provision	(11,070)		(8,647)		(22,010)		(16,760)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	102,688	$	106,516	$	209,835	$	186,107
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED	$	1.01	$	1.06	$	2.07	$	2.08
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED	$	1.19	$	1.32	$	2.45	$	2.32
WEIGHTED-AVERAGE SHARES <br>OUTSTANDING—BASIC AND DILUTED	86,194,092		80,807,861		85,666,311		80,190,630

The accompanying notes are an integral part of these consolidated financial statements

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(in thousands, except shares)

(Unaudited)

	Common Stock			Additional<br>Paid-In<br>Capital		Total<br>Undistributed<br>(Overdistributed)<br>Earnings		Total Net<br>Asset Value
	Number of<br>Shares	Par<br>Value
Balances at December 31, 2022	78,506,816	$	784	$	2,030,531	$	77,271	$	2,108,586
Public offering of common stock, net of offering costs	1,058,914	11		40,885		—		40,896
Share‑based compensation	—	—		4,100		—		4,100
Purchase of vested stock for employee payroll tax withholding	(10,489)	—		(404)		—		(404)
Dividend reinvestment	199,282	2		7,806		—		7,808
Amortization of directors’ deferred compensation	—	—		121		—		121
Issuance of restricted stock, net of forfeited shares	39,566	—		—		—		—
Dividends to stockholders	—	—		136		(67,913)		(67,777)
Net increase in net assets resulting from operations	—	—		—		79,592		79,592
Balances at March 31, 2023	79,794,089	$	797	$	2,083,175	$	88,950	$	2,172,922
Public offering of common stock, net of offering costs	1,096,514	11		43,193		—		43,204
Share‑based compensation	—	—		4,087		—		4,087
Purchase of vested stock for employee payroll tax withholding	(140,569)	(1)		(5,545)		—		(5,546)
Dividend reinvestment	174,891	2		6,878		—		6,880
Amortization of directors’ deferred compensation	—	—		109		—		109
Issuance of restricted stock, net of forfeited shares	506,081	5		(5)		—		—
Dividends to stockholders	—	—		149		(73,373)		(73,224)
Net increase in net assets resulting from operations	—	—		—		106,516		106,516
Balances at June 30, 2023	81,431,006	$	814	$	2,132,041	$	122,093	$	2,254,948
Balances at December 31, 2023	84,833,002	$	848	$	2,270,549	$	206,002	$	2,477,399
Public offering of common stock, net of offering costs	128,942	1		5,695		—		5,696
Share‑based compensation	—	—		4,103		—		4,103
Purchase of vested stock for employee payroll tax withholding	(295)	—		(14)		—		(14)
Dividend reinvestment	186,985	2		8,439		—		8,441
Amortization of directors’ deferred compensation	—	—		102		—		102
Issuance of restricted stock, net of forfeited shares	14,999	—		—		—		—
Dividends to stockholders	—	—		168		(87,072)		(86,904)
Net increase in net assets resulting from operations	—	—		—		107,147		107,147
Balances at March 31, 2024	85,163,633	$	851	$	2,289,042	$	226,077	$	2,515,970
Public offering of common stock, net of offering costs	874,309	9		42,208		—		42,217
Share‑based compensation	—	—		4,883		—		4,883
Purchase of vested stock for employee payroll tax withholding	(154,751)	(2)		(7,320)		—		(7,322)
Dividend reinvestment	179,511	2		8,786		—		8,788
Amortization of directors’ deferred compensation	—	—		106		—		106
Issuance of restricted stock, net of forfeited shares	489,804	5		(5)		—		—
Dividends to stockholders	—	—		179		(88,553)		(88,374)
Net increase in net assets resulting from operations	—	—		—		102,688		102,688
Balances at June 30, 2024	86,552,506	$	865	$	2,337,879	$	240,212	$	2,578,956

The accompanying notes are an integral part of these consolidated financial statements

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Six Months Ended<br>June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	209,835	$	186,107
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Investments in portfolio companies	(915,212)		(395,305)
Proceeds from sales and repayments of debt investments in portfolio companies	442,596		291,557
Proceeds from sales and return of capital of equity investments in portfolio companies	29,724		31,057
Net unrealized appreciation	(63,693)		(140,059)
Net realized loss	8,954		103,886
Accretion of unearned income	(10,560)		(9,900)
Payment-in-kind interest	(9,116)		(5,219)
Cumulative dividends	(1,026)		(717)
Share-based compensation expense	8,986		8,187
Amortization of deferred financing costs	2,294		1,582
Deferred tax provision	18,282		13,353
Changes in other assets and liabilities:
Interest and dividend receivable and other assets	(27,282)		(34,644)
Interest payable	8,798		(1,225)
Accounts payable and other liabilities	(10,399)		(3,360)
Deferred fees and other	3,268		2,382
Net cash provided by (used in) operating activities	(304,551)		47,682
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of common stock, net of offering costs	47,913		84,100
Proceeds from public offering of December 2025 Notes	—		50,000
Proceeds from public offering of March 2029 Notes	350,000		—
Proceeds from public offering of June 2027 Notes	300,000		—
Dividends paid	(157,212)		(125,260)
Proceeds from issuance of SBIC debentures	—		16,000
Repayments of SBIC debentures	(63,800)		(16,000)
Redemption of May 2024 Notes	(450,000)		—
Proceeds from Credit Facilities	1,395,000		243,000
Repayments on Credit Facilities	(1,130,000)		(270,000)
Debt issuance costs, net	(9,625)		(1,807)
Purchases of vested stock for employee payroll tax withholding	(7,336)		(5,950)
Net cash provided by (used in) financing activities	274,940		(25,917)
Net increase (decrease) in cash and cash equivalents	(29,611)		21,765
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	60,083		49,121
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	30,472	$	70,886
Supplemental cash flow disclosures:
Interest paid	$	44,694	$	51,333
Taxes paid	$	6,425	$	5,909
Non-cash financing activities:
Value of shares issued pursuant to the DRIP	$	17,229	$	14,688

___________________

(1)All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Corporate Facility or SPV Facility (each as defined in Note B.5. — Summary of Significant Accounting Policies —Deferred Financing Costs, and together the “Credit Facilities”) or in support of the SBA-guaranteed debentures issued by the Funds.

(2)Debt investments are income producing, unless otherwise noted by footnote (14), as described below. Equity and warrants are non-income producing, unless otherwise noted by footnote (8), as described below.

(3)See Note C—Fair Value Hierarchy for Investments—Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)Principal is net of repayments. Cost is net of repayments and accumulated unearned income. Negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(5)Control investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)Income producing through dividends or distributions.

(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 93% of the loans (based on the par amount) contain Term SOFR (“SOFR”) floors which range between 0.50% and 5.25%, with a weighted-average floor of 1.24%.

(10)Private Loan portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Private Loan portfolio investments.

(11)Middle Market portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Middle Market portfolio investments.

(12)Other Portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Other Portfolio investments.

(13)Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)Non-accrual and non-income producing debt investment.

(15)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)External Investment Manager. Investment is not encumbered as security for the Company's Credit Facilities or in support of the SBA-guaranteed debentures issued by the Funds.

(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(19)Investments may have a portion, or all, of their income received from Paid-in-Kind (“PIK”) interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of June 30, 2024.

(20)All portfolio company headquarters are based in the United States, unless otherwise noted.

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

(dollars in thousands)

(Unaudited)

(21)Portfolio company headquarters are located outside of the United States.

(22)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of SOFR+8.00% (Floor 1.50%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(23)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of 11.75% per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)Investment date represents the date of initial investment in the security position.

(25)The position is unfunded and no interest income is being earned as of June 30, 2024. The position may earn a nominal unused facility fee on committed amounts.

(26)Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of June 30, 2024.

(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)A majority of the variable rate loans in the Company’s Investment Portfolio (defined below) bear interest at a rate that may be determined by reference to either SOFR (“SF”) or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of June 30, 2024, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.43%.

(29)Shares/Units represent ownership in a related Real Estate or HoldCo entity.

(30)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(31)Effective yield as of June 30, 2024 was approximately 4.95% on the Fidelity Treasury.

(32)RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of June 30, 2024.

(33)Index based floating interest rate is subject to contractual maximum base rate of 3.00%.

(34)Index based floating interest rate is subject to contractual maximum base rate of 1.50%.

(35)Warrants are presented in equivalent shares/units with a strike price of $1.00 per share/unit.

(36)Effective yield as of June 30, 2024 was approximately 4.94% on the Dreyfus Government Cash Management.

(dollars in thousands)

Portfolio Company (1) (20)	Cost (4)		Fair Value (18)
Total Portfolio Investments, December 31, 2023 (173.0% of net assets at fair value)	$	3,725,960	$	4,286,271
Money market funds (included in cash and cash equivalents) (31)
Dreyfus Government Cash Management (44)	$	13,476	$	13,476
Fidelity Government Fund (45)	1,678		1,678
Fidelity Treasury (46)	70		70
Total money market funds	$	15,224	$	15,224

____________________

(1)All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facilities or in support of the SBA-guaranteed debentures issued by the Funds.

(3)See Note C — Fair Value Hierarchy for Investments — Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.

(7)Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)Income producing through dividends or distributions.

(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 96% of these floating rate loans (based on the par amount) contain LIBOR or SOFR floors which range between 0.50% and 2.00%, with a weighted-average floor of 1.20%.

(10)Private Loan portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Private Loan portfolio investments.

(11)Middle Market portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Middle Market portfolio investments.

(12)Other Portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Other Portfolio investments.

(14)Non-accrual and non-income producing debt investment.

(15)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

(16)External Investment Manager. Investment is not encumbered as security for the Company’s Credit Facilities or in support of the SBA-guaranteed debentures issued by the Funds.

(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(19)Investments may have a portion, or all, of their income received from PIK interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of December 31, 2023.

(20)All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)Portfolio company headquarters are located outside of the United States.

(22)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of SOFR plus 8.00% (Floor 1.50%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(23)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of 11.25% per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)Investment date represents the date of initial investment in the security position.

(25)The position is unfunded and no interest income is being earned as of December 31, 2023. The position may earn a nominal unused facility fee on committed amounts.

(26)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.00% (Floor 1.00%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)A majority of the variable rate loans in the Company’s Investment Portfolio (defined below) bear interest at a rate that may be determined by reference to either LIBOR (“L”), SOFR (“SF”) or an alternate Base rate (commonly based on the Federal Funds Rate or the Prime rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of December 31, 2023, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.43%.

(29)Shares/Units represent ownership in a related Real Estate or HoldCo entity.

(30)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(31)Money market fund interests included in cash and cash equivalents.

(32)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+10.00%. RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

(33)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.00% (Floor 1.50%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(34)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+8.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(35)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+8.00% (Floor 2.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(36)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+6.50% (Floor 2.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(37)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+6.75% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(38)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.25% (Floor 1.00%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(39)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.25% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(40)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(41)Index based floating interest rate is subject to contractual maximum base rate of 3.00%.

(42)Index based floating interest rate is subject to contractual maximum base rate of 1.50%.

(43)Warrants are presented in equivalent shares/units with a strike price of $1.00 per share/unit.

(44)Effective yield as of December 31, 2023 was approximately 4.98% on the Dreyfus Government Cash Management.

(45)Effective yield as of December 31, 2023 was approximately 5.01% on the Fidelity Government Fund.

(46)Effective yield as of December 31, 2023 was approximately 4.99% on the Fidelity Treasury.

(47)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+5.75% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(48)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+5.75% (1.00%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(49)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+6.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

(50)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+6.00% (0.75%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(51)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.00% (Floor 2.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(52)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+6.50% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE A — ORGANIZATION AND BASIS OF PRESENTATION

1.Organization

Main Street Capital Corporation (“MSCC” or, together with its consolidated subsidiaries, “Main Street” or the “Company”) is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market (“LMM”) companies and debt capital to middle market (“Middle Market”) companies. Main Street’s portfolio investments are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. Main Street seeks to partner with entrepreneurs, business owners and management teams and generally provides “one-stop” financing alternatives within its LMM investment strategy. Main Street invests primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

MSCC was formed in March 2007 to operate as an internally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees, but instead directly incurs the operating costs associated with employing investment and portfolio management professionals.

MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP (“MSMF”) and Main Street Capital III, LP (“MSC III” and, together with MSMF, the “Funds”), and each of their general partners. The Funds are each licensed as a Small Business Investment Company (“SBIC”) by the United States Small Business Administration (“SBA”).

MSC Adviser I, LLC (the “External Investment Manager”) was formed in November 2013 as a wholly-owned subsidiary of Main Street to provide investment management and other services to parties other than Main Street (“External Parties”) and receives fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission (“SEC”) to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of Main Street and is not included as a consolidated subsidiary in Main Street’s consolidated financial statements.

MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSCC generally does not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

MSCC has certain direct and indirect wholly-owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes. MSCC also has certain direct and indirect wholly-owned subsidiaries formed for financing purposes (the “Structured Subsidiaries”).

Unless otherwise noted or the context otherwise indicates, the terms “we,” “us,” “our,” the “Company” and “Main Street” refer to MSCC and its consolidated subsidiaries, which include the Funds, the Taxable Subsidiaries and the Structured Subsidiaries.

2.Basis of Presentation

Main Street’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“ASC 946”). For each of the periods presented herein, Main Street’s consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The “Investment

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Portfolio,” as used herein, refers to all of Main Street’s investments in LMM portfolio companies, investments in Private Loan portfolio companies, investments in Middle Market portfolio companies, Other Portfolio investments, short-term portfolio investments and the investment in the External Investment Manager (see Note C — Fair Value Hierarchy for Investments — Portfolio Composition — Investment Portfolio Composition for additional discussion of Main Street’s Investment Portfolio and definitions for the defined terms Private Loan and Other Portfolio). Main Street’s results of operations for the three and six months ended June 30, 2024 and 2023, cash flows for the six months ended June 30, 2024 and 2023, and financial position as of June 30, 2024 and December 31, 2023, are presented on a consolidated basis. The effects of all intercompany transactions between MSCC and its consolidated subsidiaries have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements of Main Street are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results to be expected for the full year. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Principles of Consolidation

Under ASC 946, Main Street is precluded from consolidating other entities in which Main Street has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or substantially all of its services directly to Main Street. Accordingly, as noted above, MSCC’s consolidated financial statements include the financial position and operating results for the Funds, the Taxable Subsidiaries and the Structured Subsidiaries. Main Street has determined that none of its portfolio investments qualify for this exception, including the investment in the External Investment Manager. Therefore, Main Street’s Investment Portfolio is carried on the Consolidated Balance Sheets at fair value, as discussed further in Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio, with any adjustments to fair value recognized as “Net Unrealized Appreciation (Depreciation)” until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a “Net Realized Gain (Loss),” in both cases on the Consolidated Statements of Operations.

Portfolio Investment Classification

For valuation purposes, the significant majority of Main Street’s Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, Main Street, among other things, consults with the Financial Advisory Firm. The Financial Advisory Firm analyzes and provides observations and recommendations and an assurance certification regarding Main Street’s determinations of the fair value of its Private Loan portfolio company investments. The Financial Advisory Firm is generally consulted relative to Main Street’s investments in each Private Loan portfolio company at least once every calendar year, and for Main Street’s investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the Financial Advisory Firm on its investments in one or more Private Loan portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from the Financial Advisory Firm in arriving at its determination of fair value for its investments in a total of 19 and 15 Private Loan portfolio companies during the three months ended June 30, 2024 and 2023, respectively, representing 22% and 24% of the total Private Loan portfolio at fair value as of June 30, 2024 and 2023, respectively. A total of 60 Private Loan portfolio companies were reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended June 30, 2024, representing 72% of the total Private Loan portfolio at fair value as of June 30, 2024. Excluding its investments in Private Loan portfolio companies that, as of June 30, 2024, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party quotes or other independent pricing, 95% of the Private Loan portfolio at fair value was reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended June 30, 2024.

For valuation purposes, all of Main Street’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

To maintain RIC tax treatment (as discussed in Note B.10. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the interest income. For the three months ended June 30, 2024 and 2023, 2.0% and 1.8%, respectively, of Main Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium amortization. For the six months ended June 30, 2024 and 2023, 1.9% and 1.8%, respectively, of Main Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium amortization.

8.Share-Based Compensation

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

Main Street recognizes all excess tax benefits and tax deficiencies associated with share-based compensation (including tax benefits of dividends on share-based payment awards) as income tax expense or benefit in the income statement and does not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. As such, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, Main Street has elected to account for forfeitures as they occur.

9. Deferred Compensation Plan

The Main Street Capital Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”) allows directors and certain employees to defer receipt of some or all of their cash compensation or directors’ fees in accordance with plan terms. Deferred Compensation Plan participants elect one or more investment options, including phantom Main Street stock units, interests in affiliated funds and various mutual funds, where their deferred amounts are notionally invested, and Main Street invests the deferred amounts through a trust (except for phantom Main Street stock units), pending distribution.

Compensation deferred under the Deferred Compensation Plan is recognized on the same basis as such compensation would have been recognized if not deferred. The appreciation (depreciation) in the fair value of deferred compensation plan assets is reflected in Main Street's Consolidated Statements of Operations as unrealized appreciation (depreciation), with the recognition of a corresponding and offsetting deferred compensation expense or (benefit), respectively. Deferred compensation expense or (benefit) does not result in a net cash impact to Main Street upon settlement. Investments in the trust are recognized on the Consolidated Balance Sheets as an asset of Main Street (other assets) and as a deferred compensation liability (other liabilities).

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Phantom Main Street stock units under the Deferred Compensation Plan are not issued shares of Main Street common stock and are not included as outstanding on the Consolidated Statements of Changes in Net Assets until such shares are actually distributed to the participant, but the related phantom stock units are included in weighted-average shares outstanding with the related dollar amount of the deferral included in total expenses in Main Street’s Consolidated Statements of Operations as the deferred fees represented by such phantom stock units are earned over the service period. Additional phantom stock units from dividends on phantom stock units are included in the Consolidated Statements of Changes in Net Assets as an increase to dividends to stockholders offset by a corresponding increase to additional paid-in capital.

10. Income Taxes

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds and Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The Taxable Subsidiaries primarily hold certain equity investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street’s consolidated financial statements.

The External Investment Manager is an indirect wholly-owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC’s consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for its stand-alone financial reporting purposes the External Investment Manager is treated as if it is taxed at corporate income tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the External Investment Manager are reflected in the External Investment Manager’s separate financial statements.

The Taxable Subsidiaries and the External Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. Main Street’s net assets as included on the Consolidated Balance Sheets and Consolidated Statements of Changes in Net Assets include an adjustment to classification as a result of permanent book-to-tax differences, which include differences in the book and tax treatment of income and expenses.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

11. Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.

Main Street’s debt instruments, including all revolving and term debt and secured and unsecured debt, are accounted for on a historical cost basis as applicable under U.S. GAAP. As also required under U.S. GAAP, Main Street discloses the estimated fair value of its debt obligations in Note E — Debt. To estimate the fair value of Main Street’s multiple tranches of unsecured debt instruments as disclosed in Note E — Debt, Main Street uses quoted market prices. For the estimated fair value of Main Street’s SBIC debentures, Main Street uses the Yield-to-Maturity valuation method based on projections of the discounted future free cash flows that the debt security will likely generate, including both the discounted cash flows of the associated interest and principal amounts for the debt security. The inputs used to value Main Street’s debt instruments for purposes of the fair value estimate disclosures in Note E — Debt are considered to be Level 2 according to the ASC 820 fair value hierarchy.

13. Earnings per Share

Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street’s equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.

14. Recently Issued or Adopted Accounting Standards

In November 2022, the FASB issued ASU 2022-06, Reference rate reform (Topic 848) — Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 after which entities will no longer be permitted to apply the relief in Topic 848. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 and extended by ASU 2022-06 during the year ended December 31, 2023, the effect of which was not material to the consolidated financial statements and the notes thereto. For the current year, the Company will no longer utilize the optional expedients provided by ASU 2020-04, as LIBOR is no longer referenced in any of its contracts. ASU 2022-06 did not have a material impact on the consolidated financial statements and the notes thereto.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The amendments in this update require more disaggregated information on income taxes paid. ASU 2023-09 is effective for years beginning after December 15, 2024. Early adoption is permitted; however, the Company has not elected to adopt this provision as of the date of the financial statements contained in this report. The Company is still assessing the impact of the new guidance.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

However, it does not expect ASU 2023-09 to have a material impact on the consolidated financial statements and the notes thereto.

From time to time, new accounting pronouncements are issued by the FASB or other standards-setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

NOTE C — FAIR VALUE HIERARCHY FOR INVESTMENTS—PORTFOLIO COMPOSITION

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.

Fair Value Hierarchy

In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

Investments recorded on Main Street’s Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1—Investments whose values are based on unadjusted quoted prices for identical assets in an active market that Main Street has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).

Level 2—Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 2 inputs include the following:

•Quoted prices for similar assets in active markets (for example, investments in restricted stock);

•Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);

•Pricing models whose inputs are observable for substantially the full term of the investment (for example, market interest rate indices); and

•Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.

Level 3—Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.

As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

As of June 30, 2024 and December 31, 2023, all of Main Street’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s LMM portfolio investments were categorized as Level 3 as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 and December 31, 2023, Main Street’s Private Loan portfolio investments primarily consisted of investments in secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Private Loan portfolio investments were categorized as Level 3 as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 and December 31, 2023, Main Street’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Middle Market portfolio investments were categorized as Level 3 as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 and December 31, 2023, Main Street’s Other Portfolio investments consisted of illiquid securities issued by privately held entities and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s Other Portfolio investments were categorized as Level 3 as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 and December 31, 2023, Main Street did not hold any short-term portfolio investments.

As of June 30, 2024 and December 31, 2023, all money market funds included in cash and cash equivalents were valued using Level 1 inputs.

The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

•Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;

•Current and projected financial condition of the portfolio company;

•Current and projected ability of the portfolio company to service its debt obligations;

•Type and amount of collateral, if any, underlying the investment;

•Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;

•Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);

•Pending debt or capital restructuring of the portfolio company;

•Projected operating results of the portfolio company;

•Current information regarding any offers to purchase the investment;

•Current ability of the portfolio company to raise any additional financing as needed;

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

•Changes in the economic environment which may have a material impact on the operating results of the portfolio company;

•Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;

•Qualitative assessment of key management;

•Contractual rights, obligations or restrictions associated with the investment; and

•Other factors deemed relevant.

The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital (“WACC”). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM, Private Loan and Middle Market debt securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

The following tables provide a summary of the significant unobservable inputs used to fair value Main Street’s Level 3 portfolio investments as of June 30, 2024 and December 31, 2023:

Type of <br>Investment	Fair Value as of<br><br>June 30, 2024<br><br>(in thousands)		Valuation Technique	Significant Unobservable Inputs	Range (4)	Weighted Average (4)		Median (4)
Equity investments	$	1,498,912	Discounted cash flow	WACC	9.2% - 22.9%	14.2	%	15.1	%
			Market comparable / Enterprise value	EBITDA multiple (1) (3)	4.5x - 8.9x (2)	7.1x		6.3x
Debt investments	$	3,103,832	Discounted cash flow	Risk adjusted discount factor (5)	9.6% - 18.4% (2)	12.9	%	13.0	%
				Expected principal recovery percentage	0.0% - 100.0%	99.4	%	100.0	%
Debt investments	$	134,767	Market approach	Third-party quote	40.8 - 101.0	92.7		97.9
Total Level 3 investments	$	4,737,511

____________________

(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.0x - 15.7x and the range for risk adjusted discount factor is 5.0% - 31.7%.

(3)The fair value of the equity investment in the External Investment Manager is based on a fee multiple of 7.1x. The fair value determination is based on a discounted, blended multiple based on the multiples for similar businesses in active markets and actual multiples used in private transactions.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

(4)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

(5)Discount rate includes the effect of the standard SOFR base rate, as applicable.

Type of Investment	Fair Value as of December 31, 2023<br><br>(in thousands)		Valuation Technique	Significant Unobservable Inputs	Range (4)	Weighted Average (4)		Median (4)
Equity investments	$	1,402,354	Discounted cash flow	WACC	9.7% - 22.7%	14.5	%	15.5	%
			Market comparable / Enterprise value	EBITDA multiple (1) (3)	4.8x - 8.9x (2)	7.1x		6.4x
Debt investments	$	2,720,425	Discounted cash flow	Risk adjusted discount factor (5)	9.8% - 18.0% (2)	12.9	%	13.0	%
				Expected principal recovery percentage	0.0% - 100.0%	99.7	%	100.0	%
Debt investments	$	163,492	Market approach	Third-party quote	3.0 - 100.0	89.8		92.4
Total Level 3 investments	$	4,286,271

____________________

(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(3)The fair value of the equity investment in the External Investment Manager is based on a fee multiple of 7.2x. The fair value determination is based on a discounted, blended multiple based on the multiples for similar businesses in active markets and actual multiples used in private transactions.

(4)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

(5)Discount rate includes the effect of the standard SOFR base rate, as applicable.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The following tables provide a summary of changes in fair value of Main Street’s Level 3 portfolio investments for the six months ended June 30, 2024 and 2023 (amounts in thousands):

Type of Investment	Fair Value<br><br>as of<br><br>December 31, 2023		Transfers Into Level 3 Hierarchy		Redemptions/ Repayments		New Investments		Net Changes from Unrealized to Realized		Net Unrealized Appreciation (Depreciation)		Other(1)		Fair Value<br><br>as of<br><br>June 30, 2024
Debt	$	2,883,917	$	—	$	(406,233)	$	753,750	$	7,468	$	(19,162)	$	18,859	$	3,238,599
Equity	1,395,744		—		(28,445)		65,122		(960)		75,391		(18,859)		1,487,993
Equity Warrant	6,610		—		—		3,920		—		389		—		10,919
	$	4,286,271	$	—	$	(434,678)	$	822,792	$	6,508	$	56,618	$	—	$	4,737,511

____________________

(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.

Type of Investment	Fair Value<br><br>as of<br><br>December 31, 2022		Transfers Into Level 3 Hierarchy		Redemptions/ Repayments		New Investments		Net Changes from Unrealized to Realized		Net Unrealized Appreciation (Depreciation)		Other(1)		Fair Value<br><br>as of<br><br>June 30, 2023
Debt	$	2,928,196	$	—	$	(421,050)	$	376,859	$	100,164	$	(23,390)	$	(29,746)	$	2,931,033
Equity	1,166,643		—		(35,199)		48,210		4,126		56,358		32,322		1,272,460
Equity Warrant	5,434		—		—		2,091		—		2,101		(2,576)		7,050
	$	4,100,273	$	—	$	(456,249)	$	427,160	$	104,290	$	35,069	$	—	$	4,210,543

____________________

(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

At June 30, 2024 and December 31, 2023, Main Street’s investments at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:

			Fair Value Measurements
			(in thousands)
At June 30, 2024	Fair Value		Quoted Prices in<br>Active Markets for<br>Identical Assets<br>(Level 1)		Significant Other<br>Observable Inputs<br>(Level 2)		Significant<br>Unobservable<br>Inputs<br>(Level 3)
LMM portfolio investments	$	2,439,993	$	—	$	—	$	2,439,993
Private Loan portfolio investments	1,747,502		—		—		1,747,502
Middle Market portfolio investments	183,965		—		—		183,965
Other Portfolio investments	179,491		—		—		179,491
External Investment Manager	186,560		—		—		186,560
Total investments	$	4,737,511	$	—	$	—	$	4,737,511	Fair Value Measurements
---	---	---	---	---	---	---	---	---
			(in thousands)
At December 31, 2023	Fair Value		Quoted Prices in<br>Active Markets for<br>Identical Assets<br>(Level 1)		Significant Other<br>Observable Inputs<br>(Level 2)		Significant<br>Unobservable<br>Inputs<br>(Level 3)
LMM portfolio investments	$	2,273,000	$	—	$	—	$	2,273,000
Private Loan portfolio investments	1,453,549		—		—		1,453,549
Middle Market portfolio investments	243,695		—		—		243,695
Other Portfolio investments	141,964		—		—		141,964
External Investment Manager	174,063		—		—		174,063
Total investments	$	4,286,271	$	—	$	—	$	4,286,271

Investment Portfolio Composition

Main Street’s principal investment objective is to maximize its portfolio’s total return by generating current income from its debt investments and current income and capital appreciation from its equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. Main Street seeks to achieve its investment objective primarily through its LMM and Private Loan investment strategies.

Main Street’s LMM investment strategy is focused on investments in secured debt and equity in privately held, LMM companies based in the United States. Main Street’s LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $5 million to $100 million. The LMM debt investments are typically secured by a first priority lien on the assets of the portfolio company, can include either fixed or floating rate terms and generally have a term of between five and seven years from the original investment date. In most LMM portfolio investments, Main Street makes direct equity investments and/or receives nominally priced equity warrants in connection with a debt investment.

Main Street’s private loan (“Private Loan”) investment strategy is focused on investments in privately held companies that are generally consistent with the size of its LMM portfolio companies or Middle Market portfolio companies, and its Private Loan investments generally range in size from $10 million to $100 million. Main Street’s Private Loan investments primarily consist of debt securities that have primarily been originated directly by Main Street or, to a lesser extent, through its strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. In both cases, our Private Loan investments are typically made to a company owned by or in the process of being acquired by a private equity sponsor. Main Street’s Private Loan portfolio debt investments are generally secured by a first priority lien

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. Main Street may have the option to co-invest with the sponsor in the equity securities of its Private Loan portfolio companies.

Main Street has also historically maintained a Middle Market investment strategy which is focused on investments in syndicated loans to or debt securities in Middle Market companies, which Main Street defines as companies with annual revenues between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $3 million to $25 million. Main Street’s Middle Market portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date. Over the last few years, Main Street has been de-emphasizing this strategy and expects to continue to do so in the future.

Main Street’s other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for its LMM, Private Loan or Middle Market portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, Main Street may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds. For Other Portfolio investments, Main Street generally receives distributions related to the assets held by the portfolio company. Those assets are typically expected to be liquidated over a five to ten-year period.

Based upon Main Street’s liquidity and capital structure management activities, Main Street’s Investment Portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital. Those assets are typically expected to be liquidated in one year or less. These short-term portfolio investments are not expected to be a significant portion of the overall Investment Portfolio.

Main Street’s external asset management business is conducted through its External Investment Manager. The External Investment Manager earns management fees based on the assets under management for External Parties and may earn incentive fees, or a carried interest, based on the performance of the assets managed. Main Street entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income Fund, Inc. (“MSC Income”) and its other clients. Through this agreement, Main Street shares employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities. Main Street allocates the related expenses to the External Investment Manager pursuant to the sharing agreement. Main Street’s total expenses for the three months ended June 30, 2024 and 2023 are net of expenses allocated to the External Investment Manager of $5.9 million and $5.7 million, respectively, and for the six months ended June 30, 2024 and 2023 of $11.4 million and $10.7 million, respectively.

Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three and six months ended June 30, 2024 and 2023, Main Street did not record investment income from any single portfolio company in excess of 10% of total investment income.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The following tables provide a summary of Main Street’s investments in the LMM, Private Loan and Middle Market portfolios as of June 30, 2024 and December 31, 2023 (this information excludes Other Portfolio investments and the External Investment Manager, which are discussed further below).

	As of June 30, 2024
	LMM (a)			Private Loan			Middle Market
	(dollars in millions)
Number of portfolio companies	83			92			19
Fair value	$	2,440.0		$	1,747.5		$	184.0
Cost	$	1,920.9		$	1,768.0		$	220.6
Debt investments as a % of portfolio (at cost)	72.6		%	95.4		%	88.3		%
Equity investments as a % of portfolio (at cost)	27.4		%	4.6		%	11.7		%
% of debt investments at cost secured by first priority lien	99.2		%	99.9		%	98.6		%
Weighted-average annual effective yield (b)	13.0		%	12.8		%	13.0		%
Average EBITDA (c)	$	9.3		$	32.3		$	57.7

____________________

(a)At June 30, 2024, Main Street had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 39%.

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of June 30, 2024, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on Main Street’s debt portfolio as of June 30, 2024 including debt investments on non-accrual status was 12.5% for its LMM portfolio, 12.4% for its Private Loan portfolio and 11.0% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including four LMM portfolio companies, four Private Loan portfolio companies and three Middle Market portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

	As of December 31, 2023
	LMM (a)			Private Loan			Middle Market
	(dollars in millions)
Number of portfolio companies	80			87			23
Fair value	$	2,273.0		$	1,453.5		$	243.7
Cost	$	1,782.9		$	1,470.1		$	294.4
Debt investments as a % of portfolio (at cost)	72.0		%	94.7		%	91.4		%
Equity investments as a % of portfolio (at cost)	28.0		%	5.3		%	8.6		%
% of debt investments at cost secured by first priority lien	99.2		%	100.0		%	99.1		%
Weighted-average annual effective yield (b)	13.0		%	12.9		%	12.5		%
Average EBITDA (c)	$	8.2		$	27.2		$	64.2

____________________

(a)At December 31, 2023, Main Street had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 40%.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2023, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on Main Street’s debt portfolio as of December 31, 2023 including debt investments on non-accrual status was 12.9% for its LMM portfolio, 12.5% for its Private Loan portfolio and 10.8% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies and two Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

For the three months ended June 30, 2024 and 2023, Main Street achieved an annualized total return on investments of 15.7% and 16.7%, respectively. For the six months ended June 30, 2024 and 2023, Main Street achieved an annualized total return on investments of 16.2% and 15.1%, respectively. For the year ended December 31, 2023, Main Street achieved a total return on investments of 16.3%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Main Street’s total return on investments is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.

As of June 30, 2024, Main Street had Other Portfolio investments in 14 entities, collectively totaling $179.5 million in fair value and $175.0 million in cost basis and which comprised 3.8% and 4.3% of Main Street’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2023, Main Street had Other Portfolio investments in 15 entities, collectively totaling $142.0 million in fair value and $149.1 million in cost basis and which comprised 3.3% and 4.0% of Main Street’s Investment Portfolio at fair value and cost, respectively

As discussed further in Note A.1. — Organization and Basis of Presentation — Organization, Main Street holds an investment in the External Investment Manager, a wholly-owned subsidiary that is treated as a portfolio investment. As of June 30, 2024, this investment had a fair value of $186.6 million and a cost basis of $29.5 million, which comprised 3.9% and 0.7% of Main Street’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2023, this investment had a fair value of $174.1 million and a cost basis of $29.5 million, which comprised 4.1% and 0.8% of Main Street’s Investment Portfolio at fair value and cost, respectively.

The following tables summarize the composition of Main Street’s total combined LMM, Private Loan and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM, Private Loan and Middle Market portfolio investments, as of June 30, 2024 and December 31, 2023 (this information excludes Other Portfolio investments and the External Investment Manager, which are discussed above).

Cost:	June 30, 2024		December 31, 2023
First lien debt	83.5	%	82.7	%
Equity	15.9		16.8
Second lien debt	0.1		0.1
Equity warrants	0.3		0.2
Other	0.2		0.2
	100.0	%	100.0	%

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Fair Value:	June 30, 2024		December 31, 2023
First lien debt	72.4	%	71.6	%
Equity	27.0		27.8
Second lien debt	0.2		0.2
Equity warrants	0.2		0.2
Other	0.2		0.2
	100.0	%	100.0	%

The following tables summarize the composition of Main Street’s total combined LMM, Private Loan and Middle Market portfolio investments by geographic region of the United States and other countries at cost and fair value as a percentage of the total combined LMM, Private Loan and Middle Market portfolio investments, as of June 30, 2024 and December 31, 2023 (this information excludes Other Portfolio investments and the External Investment Manager). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

Cost:	June 30, 2024		December 31, 2023
West	24.4	%	25.8	%
Northeast	22.6		22.3
Midwest	21.0		17.0
Southwest	16.3		19.7
Southeast	13.9		13.1
Canada	0.3		0.4
Other Non-United States	1.5		1.7
	100.0	%	100.0	%	Fair Value:	June 30, 2024	December 31, 2023
---	---	---	---	---
West	23.7	%	25.4	%
Midwest	21.7		18.1
Northeast	21.7		21.3
Southwest	19.3		22.0
Southeast	11.9		11.3
Canada	0.3		0.3
Other Non-United States	1.4		1.6
	100.0	%	100.0	%

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Main Street’s LMM, Private Loan and Middle Market portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of Main Street’s total combined LMM, Private Loan and Middle Market portfolio investments by industry at cost and fair value as of June 30, 2024 and December 31, 2023 (this information excludes Other Portfolio investments and the External Investment Manager).

Cost:	June 30, 2024		December 31, 2023
Professional Services	7.3	%	6.0	%
Machinery	6.9		7.7
Internet Software & Services	6.1		7.6
Electrical Equipment	5.2		1.6
Health Care Providers & Services	5.0		5.4
Commercial Services & Supplies	4.6		4.5
Diversified Consumer Services	4.6		4.9
Auto Components	4.2		1.6
Distributors	4.2		4.3
Construction & Engineering	4.1		4.9
IT Services	4.0		5.0
Containers & Packaging	3.9		3.8
Energy Equipment & Services	3.2		2.7
Tobacco	3.0		3.1
Textiles, Apparel & Luxury Goods	2.9		3.2
Aerospace & Defense	2.7		2.9
Leisure Equipment & Products	2.5		3.1
Specialty Retail	2.4		2.1
Computers & Peripherals	2.3		2.7
Software	2.0		2.0
Diversified Financial Services	1.8		1.7
Media	1.8		2.4
Building Products	1.6		1.7
Food Products	1.6		1.6
Food & Staples Retailing	1.5		1.6
Electronic Equipment, Instruments & Components	1.4		1.5
Health Care Equipment & Supplies	1.2		1.3
Internet & Catalog Retail	1.2		1.3
Communications Equipment	1.1		1.2
Hotels, Restaurants & Leisure	1.0		1.1
Chemicals	0.9		1.0
Household Products	0.9		1.0
Other (1)	2.9		3.5
	100.0	%	100.0	%

____________________

(1)Includes various industries with each industry individually less than 1.0% of the total combined LMM, Private Loan and Middle Market portfolio investments at each date.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Fair Value:	June 30, 2024		December 31, 2023
Machinery	8.4	%	8.8	%
Professional Services	7.7		6.5
Diversified Consumer Services	6.6		7.1
Internet Software & Services	5.1		6.2
Electrical Equipment	4.8		1.7
Health Care Providers & Services	4.7		5.0
Construction & Engineering	4.4		5.1
Distributors	4.4		4.5
Computers & Peripherals	4.1		4.4
Commercial Services & Supplies	4.0		3.9
Containers & Packaging	4.0		3.9
IT Services	3.8		4.6
Auto Components	3.7		1.5
Energy Equipment & Services	3.1		2.5
Tobacco	3.1		3.2
Specialty Retail	2.8		2.7
Aerospace & Defense	2.5		2.7
Media	2.1		2.7
Software	2.1		2.1
Textiles, Apparel & Luxury Goods	2.0		2.6
Leisure Equipment & Products	1.8		2.5
Diversified Financial Services	1.7		1.6
Food Products	1.5		1.5
Building Products	1.4		1.5
Food & Staples Retailing	1.1		1.2
Air Freight & Logistics	1.0		1.1
Internet & Catalog Retail	1.0		1.2
Construction Materials	0.9		1.0
Health Care Equipment & Supplies	0.9		1.0
Other (1)	5.3		5.7
	100.0	%	100.0	%

____________________

(1)Includes various industries with each industry individually less than 1.0% of the total combined LMM, Private Loan and Middle Market portfolio investments at each date.

At June 30, 2024 and December 31, 2023, Main Street had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.

Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, Main Street must determine which of its unconsolidated controlled portfolio companies, if any, are considered “significant subsidiaries.” In evaluating its unconsolidated controlled portfolio companies in accordance with Regulation S-X, there are two tests that Main Street must utilize to determine if any of Main Street’s Control Investments (as defined in Note A — Organization and Basis of Presentation, including those unconsolidated portfolio companies defined as Control Investments in which Main Street does not own greater than 50% of the voting securities nor have rights to maintain greater than 50% of the board

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

representation) are considered significant subsidiaries: the investment test and the income test. The investment test is generally measured by dividing Main Street’s investment in the Control Investment by the value of Main Street’s total investments. The income test is generally measured by dividing the absolute value of the combined sum of total investment income, net realized gain (loss) and net unrealized appreciation (depreciation) from the relevant Control Investment for the period being tested by the absolute value of Main Street’s change in net assets resulting from operations for the same period. Rules 3-09 and 4-08(g) of Regulation S-X require Main Street to include (1) separate audited financial statements of an unconsolidated majority-owned subsidiary (Control Investments in which Main Street owns greater than 50% of the voting securities) in an annual report and (2) summarized financial information of a Control Investment in a quarterly report, respectively, if certain thresholds of the investment or income tests are exceeded and the unconsolidated portfolio company qualifies as a significant subsidiary.

As of June 30, 2024 and December 31, 2023, Main Street had no single investment that qualified as a significant subsidiary under either the investment or income tests.

NOTE D — EXTERNAL INVESTMENT MANAGER

As discussed further in Note A.1. — Organization and Basis of Presentation — Organization and Note C — Fair Value Hierarchy for Investments — Portfolio Composition — Investment Portfolio Composition, the External Investment Manager provides investment management and other services to External Parties. The External Investment Manager is accounted for as a portfolio investment of MSCC since the External Investment Manager conducts all of its investment management activities for External Parties.

The External Investment Manager serves as the investment adviser and administrator to MSC Income pursuant to an Investment Advisory and Administrative Services Agreement entered into in October 2020 between the External Investment Manager and MSC Income (the “Advisory Agreement”). Under the Advisory Agreement, the External Investment Manager earns a 1.75% annual base management fee on MSC Income’s average total assets, an incentive fee equal to 20% of pre-investment fee net investment income above a specified investment return hurdle rate and a 20% incentive fee on cumulative net realized capital gains in exchange for providing advisory services to MSC Income.

As described more fully in Note L — Related Party Transactions, the External Investment Manager also serves as the investment adviser and administrator to MS Private Loan Fund I, LP (the “Private Loan Fund”) and MS Private Loan Fund II, LP (the “Private Loan Fund II”), each a private investment fund with a strategy to co-invest with Main Street in Private Loan portfolio investments. The External Investment Manager entered into investment management agreements in December 2020 with the Private Loan Fund and in September 2023 with the Private Loan Fund II, pursuant to which the External Investment Manager provides investment advisory and management services to each fund in exchange for an asset-based fee and certain incentive fees. The External Investment Manager may also advise other clients, including funds and separately managed accounts, pursuant to advisory and services agreements with such clients in exchange for asset-based and incentive fees.

The External Investment Manager provides administrative services for certain External Party clients that, to the extent not waived, are reported as administrative services fees. The administrative services fees generally represent expense reimbursements for a portion of the compensation, overhead and related expenses for certain professionals directly attributable to performing administrative services for clients. These fees are recognized as other revenue in the period in which the related services are rendered.

Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach (see further discussion in Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio). Any change in fair value of the investment in the External Investment Manager is recognized on Main Street’s Consolidated Statements of Operations in “Net Unrealized Appreciation (Depreciation) — Control investments.”

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

investment of Main Street and is not included as a consolidated subsidiary of Main Street in its consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for financial reporting purposes the External Investment Manager is treated as if it is taxed at corporate income tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. Main Street owns the External Investment Manager through the Taxable Subsidiary to allow MSCC to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The taxable income, or loss, of the External Investment Manager may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. As a result of the above described financial reporting and tax treatment, the External Investment Manager provides for any income tax expense, or benefit, and any tax assets or liabilities in its separate financial statements.

Main Street shares employees with the External Investment Manager and allocates costs related to such shared employees to the External Investment Manager generally based on a combination of the direct time spent, new investment activities and assets under management, depending on the nature of the expense. The total contribution of the External Investment Manager to Main Street’s net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended June 30, 2024 and 2023, the total contribution to Main Street’s net investment income was $9.2 million and $8.5 million, respectively. For the six months ended June 30, 2024 and 2023, the total contribution to Main Street’s net investment income was $17.8 million and $16.6 million, respectively.

Summarized financial information from the separate financial statements of the External Investment Manager as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023 is as follows:

	As of<br><br>June 30,<br>2024		As of<br><br>December 31, 2023
	(dollars in thousands)
Accounts receivable - advisory clients	$	9,831	$	10,777
Intangible Asset	29,500		29,500
Total assets	$	39,331	$	40,277
Accounts payable to MSCC and its subsidiaries	$	6,519	$	7,551
Dividend payable to MSCC and its subsidiaries	3,312		3,226
Equity	29,500		29,500
Total liabilities and equity	$	39,331	$	40,277

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

	Three Months Ended<br><br>June 30,				Six Months Ended<br><br>June 30,
	2024		2023		2024		2023
	(dollars in thousands)
Management fee income	$	5,886	$	5,544	$	11,603	$	11,014
Incentive fees	4,117		3,663		7,983		6,967
Administrative services fees	159		151		315		302
Total revenues	10,162		9,358		19,901		18,283
Expenses allocated from MSCC or its subsidiaries:
Salaries, share-based compensation and other personnel costs	(5,021)		(4,897)		(9,855)		(9,165)
Other G&A expenses	(866)		(791)		(1,591)		(1,521)
Total allocated expenses	(5,887)		(5,688)		(11,446)		(10,686)
Other direct G&A expenses	(15)		—		(24)		—
Total expenses	(5,902)		(5,688)		(11,470)		(10,686)
Pre-tax income	4,260		3,670		8,431		7,597
Tax expense	(948)		(811)		(2,118)		(1,683)
Net income	$	3,312	$	2,859	$	6,313	$	5,914

NOTE E — DEBT

Summary of Main Street’s debt as of June 30, 2024 is as follows:

	Outstanding<br>Balance		Unamortized Debt<br><br>Issuance<br><br>(Costs)/Premiums (1)		Recorded Value		Estimated Fair<br><br>Value (2)
	(dollars in thousands)
Corporate Facility	$	465,000	$	—	$	465,000	$	465,000
SPV Facility	160,000		—		160,000		160,000
July 2026 Notes	500,000		(1,075)		498,925		467,950
March 2029 Notes	350,000		(3,358)		346,642		353,654
June 2027 Notes	300,000		(2,340)		297,660		300,081
SBIC Debentures	286,200		(5,583)		280,617		229,680
December 2025 Notes	150,000		(776)		149,224		149,257
Total Debt	$	2,211,200	$	(13,132)	$	2,198,068	$	2,125,622

____________________

(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the July 2026 Notes, March 2029 Notes, June 2027 Notes, SBIC Debentures and December 2025 Notes are reflected as contra-liabilities on the Consolidated Balance Sheets.

(2)Estimated fair value for outstanding debt is shown as if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in Note B.12. — Summary of Significant Accounting Policies — Fair Value of Financial Instruments.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Summary of Main Street’s debt as of December 31, 2023 is as follows:

	Outstanding<br>Balance		Unamortized Debt<br><br>Issuance<br><br>(Costs)/Premiums (1)		Recorded Value		Estimated Fair<br><br>Value (2)
	(dollars in thousands)
Corporate Facility	$	200,000	$	—	$	200,000	$	200,000
SPV Facility	160,000		—		160,000		160,000
July 2026 Notes	500,000		(1,338)		498,662		458,105
May 2024 Notes	450,000		182		450,182		447,246
SBIC Debentures	350,000		(5,465)		344,535		288,468
December 2025 Notes	150,000		(1,035)		148,965		151,155
Total Debt	$	1,810,000	$	(7,656)	$	1,802,344	$	1,704,974

____________________

(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the July 2026 Notes, May 2024 Notes, SBIC Debentures and December 2025 Notes are reflected as contra-liabilities on the Consolidated Balance Sheets.

Summarized interest expense for the three and six months ended June 30, 2024 and 2023 is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(dollars in thousands)
Corporate Facility	$	7,240	$	7,898	$	11,522	$	14,508
SPV Facility	3,096		3,511		4,774		6,941
July 2026 Notes	3,882		3,882		7,763		7,763
May 2024 Notes	1,905		5,714		7,618		11,427
March 2029 Notes	6,261		—		11,747		—
June 2027 Notes	1,473		—		1,473		—
SBIC Debentures	2,273		2,718		4,979		5,470
December 2025 Notes	3,031		3,031		6,061		5,643
Total Interest Expense	$	29,161	$	26,754	$	55,937	$	51,752

Corporate Facility

Main Street maintains the Corporate Facility to provide additional liquidity to support its investment and operational activities. In June 2024, Main Street entered into an amendment to the Corporate Facility to, among other things: (i) increase the revolving commitments from $995.0 million to $1.11 billion, (ii) increase the accordion feature providing Main Street with the right to request increases in commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments from up to a total of $1.4 billion to up to a total of $1.665 billion, and (iii) extend the revolving period and the final maturity date through June 2028 and June 2029, respectively, on $1.035 billion of revolving commitments, and August 2026 and August 2027, respectively, on $0.075 billion of revolving commitments.

As of June 30, 2024, borrowings under the Corporate Facility bore interest, subject to Main Street’s election and resetting on a monthly basis on the first of each month, on a per annum basis at a rate equal to the applicable SOFR rate

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

plus an applicable credit spread adjustment of 0.10% plus (i) 1.875% (or the applicable Prime rate plus 0.875%) as long as Main Street meets certain agreed upon excess collateral and maximum leverage requirements or (ii) 2.0% (or the applicable Prime Rate plus 1.0%) otherwise. Main Street pays unused commitment fees of 0.25% per annum on the unused lender commitments under the Corporate Facility. The Corporate Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. In connection with the Corporate Facility, MSCC has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.

As of June 30, 2024, the interest rate on the Corporate Facility was 7.3%. The average interest rate for borrowings under the Corporate Facility was 7.3% and 7.0% for the three months ended June 30, 2024 and 2023, respectively, and 7.3% and 6.7% for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, Main Street was in compliance with all financial covenants of the Corporate Facility.

SPV Facility

Main Street, through MSCC Funding I, LLC (“MSCC Funding”), a wholly-owned Structured Subsidiary that primarily holds debt investments, maintains the SPV Facility to finance its investment and operational activities. As of June 30, 2024, the SPV Facility included total commitments of $430.0 million from a diversified group of six lenders and contained an accordion feature, subject to the satisfaction of various conditions, that could bring total commitments and borrowing availability to up to $450.0 million. The revolving period under the SPV Facility expires in November 2025 and the SPV Facility is scheduled to mature in November 2027. Advances under the SPV Facility bear interest at a per annum rate equal to the one-month SOFR in effect, plus a 0.10% credit spread adjustment plus an applicable margin of 2.50% during the revolving period and 2.625% and 2.75% during the first and second years thereafter, respectively. MSCC Funding pays a commitment fee of 0.50% per annum on the unused lender commitments up to 35% of the total lender commitments and 0.75% per annum on the unused lender commitments greater than 35% of the total lender commitments. The SPV Facility is secured by a collateral loan on the assets of MSCC Funding and its subsidiaries. In connection with the SPV Facility, MSCC Funding has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.

As of June 30, 2024, the interest rate on the SPV Facility was 7.9%. The average interest rate for borrowings under the SPV Facility was 7.9% and 7.6% for the three months ended June 30, 2024 and 2023, respectively, and 7.9% and 7.4% for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, MSCC Funding was in compliance with all financial covenants of the SPV Facility.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSCC Funding’s balance sheets as of June 30, 2024 and December 31, 2023 are as follows:

Balance Sheets

(dollars in thousands)

	June 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Investments at fair value:
Non-Control Investments (cost: $335,118 and $315,373 as of June 30, 2024 and December 31, 2023, respectively)	$	335,892	$	317,392
Cash and cash equivalents	6,618		12,817
Interest and dividend receivable and other assets	2,734		2,956
Receivable for securities sold	124		—
Deferred financing costs (net of accumulated amortization of $1,272 and $783 as of June 30, 2024 and December 31, 2023, respectively)	3,340		3,829
Total assets	348,708		336,994
LIABILITIES
SPV Facility	$	160,000	$	160,000
Accounts payable and other liabilities to affiliates	—		7,170
Interest payable	1,195		1,135
Total liabilities	161,195		168,305
NET ASSETS
Contributed capital	142,619		138,163
Total undistributed earnings	44,894		30,526
Total net assets	187,513		168,689
Total liabilities and net assets	$	348,708	$	336,994

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSCC Funding’s statements of operations for the three and six months ended June 30, 2024 and 2023 are as follows:

Statements of Operations

(dollars in thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended<br>June 30,
	2024		2023		2024		2023
INVESTMENT INCOME:
Interest, fee and dividend income:
Non‑Control/Non‑Affiliate investments	$	10,118	$	9,873	$	21,185	$	18,590
Total investment income	10,118		9,873		21,185		18,590
EXPENSES:
Interest	(3,096)		(3,512)		(4,774)		(6,940)
Management Fee to MSCC	(395)		(410)		(800)		(686)
General and administrative	(18)		(19)		(36)		(51)
Total expenses	(3,509)		(3,941)		(5,610)		(7,677)
NET INVESTMENT INCOME	6,609		5,932		15,575		10,913
NET UNREALIZED APPRECIATION (DEPRECIATION):
Non‑Control/Non‑Affiliate investments	(769)		1,956		(1,246)		565
Total net unrealized appreciation (depreciation)	(769)		1,956		(1,246)		565
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,840	$	7,888	$	14,329	$	11,478

July 2026 Notes

In January 2021, Main Street issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “July 2026 Notes”) at an issue price of 99.004%. Subsequently, in October 2021, Main Street issued an additional $200.0 million aggregate principal amount of the July 2026 Notes at an issue price of 101.741%. The July 2026 Notes issued in October 2021 have identical terms as, and are a part of a single series with, the July 2026 Notes issued in January 2021. The July 2026 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The July 2026 Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The July 2026 Notes bear interest at a rate of 3.00% per year payable semiannually on January 14 and July 14 of each year.

As of June 30, 2024, Main Street was in compliance with all covenants and other requirements of the July 2026 Notes.

March 2029 Notes

In January 2024, Main Street issued $350.0 million in aggregate principal amount of 6.95% unsecured notes due March 1, 2029 (the “March 2029 Notes”) at an issue price of 99.865%. The March 2029 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The March 2029 Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The March 2029 Notes bear interest at a rate of 6.95% per year payable semiannually on March 1 and September 1 of each year.

As of June 30, 2024, Main Street was in compliance with all covenants and other requirements of the March 2029 Notes.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

June 2027 Notes

In June 2024, Main Street issued $300.0 million in aggregate principal amount of 6.50% unsecured notes due June 4, 2027 (the “June 2027 Notes”) at an issue price of 99.793%. The June 2027 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The June 2027 Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The June 2027 Notes bear interest at a rate of 6.50% per year payable semiannually on June 4 and December 4 of each year.

As of June 30, 2024, Main Street was in compliance with all covenants and other requirements of the June 2027 Notes.

SBIC Debentures

Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Main Street’s SBIC debentures payable, under existing SBA-approved commitments, were $286.2 million and $350.0 million as of June 30, 2024 and December 31, 2023, respectively. SBIC debentures provide for interest to be paid semiannually, with principal due at the applicable 10-year maturity date of each debenture. Main Street expects to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds. On March 1, 2024, Main Street repaid $63.8 million of debentures that had reached maturity dates. The weighted-average annual interest rate on the SBIC debentures was 2.8% and 3.0% as of June 30, 2024 and December 31, 2023, respectively. The first principal maturity due under the existing SBIC debentures is in 2027, and the weighted-average remaining duration as of June 30, 2024 was 5.1 years. In accordance with SBIC regulations, the Funds are precluded from incurring additional non-SBIC debt without the prior approval of the SBA.

As of June 30, 2024, the SBIC debentures consisted of (i) $111.2 million par value of SBIC debentures outstanding issued by MSMF, with a recorded value of $107.8 million that was net of unamortized debt issuance costs of $3.4 million and (ii) $175.0 million par value of SBIC debentures issued by MSC III with a recorded value of $172.8 million that was net of unamortized debt issuance costs of $2.2 million.

December 2025 Notes

In December 2022, Main Street issued $100.0 million in aggregate principal amount of 7.84% Series A unsecured notes due December 23, 2025 (the “December 2025 Series A Notes”) at par. In February 2023, Main Street issued an additional $50.0 million in aggregate principal amount of 7.53% Series B unsecured notes due December 23, 2025 (the “December 2025 Series B Notes” and, together with the December 2025 Series A Notes, the “December 2025 Notes”), at par. The December 2025 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The December 2025 Notes may be redeemed in whole or in part at any time at Main Street’s option at par plus accrued interest to the prepayment date, subject to certain make-whole provisions. The December 2025 Series A Notes and the December 2025 Series B Notes bear interest at a rate of 7.84% and 7.53% per year, respectively, payable semiannually on June 23 and December 23 of each year. In addition, Main Street is obligated to offer to repay the December 2025 Notes at par plus accrued and unpaid interest if certain change in control events occur. The December 2025 Notes will bear interest at an increased rate from the date that (i) the December 2025 Notes receive a below investment grade rating by a rating agency if there is one or two rating agencies providing ratings of the December 2025 Notes, or two-thirds of the rating agencies if there are three rating agencies who are rating the notes (a “Below Investment Grade Event”), or (ii) the ratio of the Company’s consolidated secured indebtedness (other than indebtedness of the Funds or any Structured Subsidiaries) to the value of its consolidated total assets is greater than 0.35 to 1.00 (a “Secured Debt Ratio Event”), to and until the date on which the Below Investment Grade Event and the Secured Debt Ratio Event are no longer continuing. The governing agreement for the December 2025 Notes contains customary terms and conditions for senior unsecured notes issued in a private placement, as well as customary events of default with customary cure and notice periods.

As of June 30, 2024, Main Street was in compliance with all covenants and other requirements of the December 2025 Notes.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

May 2024 Notes

In May 2024, Main Street repaid the $450.0 million principal amount of the issued and outstanding 5.20% unsecured notes (the “May 2024 Notes”) at maturity at par value plus the accrued and unpaid interest. The outstanding aggregate principal amount of the May 2024 Notes was $450.0 million as of December 31, 2023.

NOTE F — FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights of Main Street for the six months ended June 30, 2024 and 2023:

	Six Months Ended June 30,
Per Share Data:	2024		2023
NAV at the beginning of the period	$	29.20	$	26.86
Net investment income (1)	2.07		2.08
Net realized loss (1)(2)	(0.10)		(1.30)
Net unrealized appreciation (1)(2)	0.74		1.75
Income tax provision (1)(2)	(0.26)		(0.21)
Net increase in net assets resulting from operations (1)	2.45		2.32
Dividends paid from net investment income	(2.04)		(1.75)
Dividends paid	(2.04)		(1.75)
Impact of the net change in monthly dividends declared prior to the end of the period and paid in the subsequent period	(0.01)		(0.01)
Accretive effect of stock offerings (issuing shares above NAV per share)	0.21		0.31
Accretive effect of DRIP issuance (issuing shares above NAV per share)	0.07		0.05
Other (3)	(0.08)		(0.09)
NAV at the end of the period	$	29.80	$	27.69
Market value at the end of the period	$	50.49	$	40.03
Shares outstanding at the end of the period	86,552,506		81,431,006

____________________

(1)Based on weighted-average number of common shares outstanding for the period.

(2)Net realized gains or losses, net unrealized appreciation or depreciation, and income tax provision or benefit can fluctuate significantly from period to period.

(3)Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

	Six Months Ended June 30,
	2024			2023
	(dollars in thousands)
NAV at end of period	$	2,578,956		$	2,254,948
Average NAV	$	2,524,108		$	2,178,819
Average outstanding debt	$	2,051,543		$	1,991,714
Ratio of total expenses, including income tax expense, to average NAV (1)(2)	4.31		%	4.49		%
Ratio of operating expenses to average NAV (2)(3)	3.43		%	3.72		%
Ratio of operating expenses, excluding interest expense, to average NAV (2)(3)	1.22		%	1.35		%
Ratio of net investment income to average NAV (2)	7.02		%	7.65		%
Portfolio turnover ratio (2)	8.62		%	7.76		%
Total investment return (2)(4)	21.97		%	13.26		%
Total return based on change in NAV (2)(5)	8.47		%	8.83		%

____________________

(1)Total expenses are the sum of operating expenses and net income tax provision. Net income tax provision includes the accrual of net deferred tax provision relating to the net unrealized appreciation or depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in the loss carryforwards, which are non-cash in nature and may vary significantly from period to period. Main Street is required to include net deferred tax provision in calculating its total expenses even though these net deferred taxes are not currently payable or receivable.

(2)Not annualized.

(3)Unless otherwise noted, operating expenses include interest, compensation, general and administrative and share-based compensation expenses, net of expenses allocated to the External Investment Manager of $11.4 million and $10.7 million for the six months ended June 30, 2024 and 2023, respectively.

(4)Total investment return is based on the purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street’s dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.

(5)Total return based on change in NAV was calculated using the sum of ending NAV plus dividends to stockholders and other non-operating changes during the period, divided by the beginning NAV. Non-operating changes include any items that affect NAV other than the net increase in net assets resulting from operations, such as the effects of stock offerings, shares issued under the DRIP and equity incentive plans and other miscellaneous items.

NOTE G — DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

Main Street currently pays regular monthly dividends to its stockholders and periodically pays supplemental dividends to its stockholders. Future dividends, if any, will be determined by its Board of Directors on a quarterly basis. Main Street paid regular monthly dividends of $0.24 per share, totaling $62.0 million, or $0.72 per share, for the three months ended June 30, 2024, and $123.2 million, or $1.44 per share, for the six months ended June 30, 2024, compared to total regular monthly dividends of $54.3 million, or $0.675 per share, for the three months ended June 30, 2023, and $107.9 million, or $1.35 per share, for the six months ended June 30, 2023. Main Street also paid a supplemental dividend of $26.0 million, or $0.30 per share, during the three months ended June 30, 2024, and $51.6 million, or $0.60 per share during the six months ended June 30, 2024, compared to supplemental dividends paid of $18.2 million, or $0.225 per share, during the three months ended June 30, 2023, and $32.2 million, or $0.40 per share, during the six months ended June 30, 2023.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The determination of the tax attributes for Main Street’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and qualified dividends, but may also include either one or both of capital gains and return of capital.

Listed below is a reconciliation of “Net increase in net assets resulting from operations” to taxable income and to total distributions declared to common stockholders for the six months ended June 30, 2024 and 2023.

	Six Months Ended June 30,
	2024		2023
	(estimated, dollars in thousands)
Net increase in net assets resulting from operations	$	209,835	$	186,107
Book-tax difference from share-based compensation expense	(10,123)		(7,646)
Net unrealized appreciation	(63,693)		(140,059)
Income tax provision	22,010		16,760
Pre-tax book (income) loss not consolidated for tax purposes	(33,694)		44,328
Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates	29,576		45,352
Estimated taxable income (1)	153,911		144,842
Taxable income earned in prior year and carried forward for distribution in current year	56,142		49,216
Taxable income earned prior to period end and carried forward for distribution next period	(55,633)		(71,501)
Dividend payable as of period end and paid in the following period	21,205		18,729
Total distributions accrued or paid to common stockholders	$	175,625	$	141,286

____________________

(1)MSCC’s taxable income for each period is an estimate and will not be finally determined until MSCC files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.

The Taxable Subsidiaries primarily hold certain equity investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with MSCC for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss,

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street’s consolidated financial statements.

The income tax provision for Main Street is generally composed of (i) deferred tax expense, which is primarily the result of the net activity relating to the portfolio investments held in the Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation or depreciation and other temporary book tax differences, and (ii) current tax expense, which is primarily the result of current U.S. federal income and state taxes and excise taxes on Main Street’s estimated undistributed taxable income. The income tax expense, or benefit, and the related tax assets and liabilities generated by the Taxable Subsidiaries, if any, are reflected in Main Street’s Consolidated Statements of Operations. Main Street’s provision for income taxes was comprised of the following for the three and six months ended June 30, 2024 and 2023:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(dollars in thousands)
Current tax expense:
Federal	$	328	$	158	$	657	$	298
State	997		433		1,878		1,289
Excise	272		1,080		1,193		1,820
Total current tax expense	1,597		1,671		3,728		3,407
Deferred tax expense:
Federal	8,867		6,444		16,518		12,250
State	606		532		1,764		1,103
Total deferred tax expense	9,473		6,976		18,282		13,353
Total income tax provision	$	11,070	$	8,647	$	22,010	$	16,760

The net deferred tax liability at June 30, 2024 and December 31, 2023 was $82.1 million and $63.9 million, respectively, with the change primarily related to changes in net unrealized appreciation or depreciation, changes in loss carryforwards, and other temporary book-tax differences relating to portfolio investments held by the Taxable Subsidiaries. At June 30, 2024, for U.S. federal income tax purposes, the Taxable Subsidiaries had a net operating loss carryforward from prior years which, if unused, will expire in various taxable years from 2036 through 2037. Any net operating losses generated in 2018 and future periods are not subject to expiration and will carryforward indefinitely until utilized. Additionally, the Taxable Subsidiaries have interest expense limitation carryforwards which have an indefinite carryforward period.

NOTE H — COMMON STOCK

Main Street maintains a program with certain selling agents through which it can sell up to 15,000,000 shares of its common stock by means of at-the-market offerings from time to time (the “ATM Program”). During the six months ended June 30, 2024, Main Street sold 998,349 shares of its common stock at a weighted-average price of $48.46 per share and raised $48.4 million of gross proceeds under the ATM Program. Net proceeds were $47.7 million after commissions to the selling agents on shares sold and offering costs. As of June 30, 2024, there were no share sales transactions that had not settled. As of June 30, 2024, 4,314,875 shares remained available for sale under the ATM Program.

During the year ended December 31, 2023, Main Street sold 5,149,460 shares of its common stock at a weighted-average price of $39.94 per share and raised $205.7 million of gross proceeds under the ATM Program. Net proceeds were $203.3 million after commissions to the selling agents on shares sold and offering costs.

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

NOTE I — DIVIDEND REINVESTMENT PLAN

The dividend reinvestment feature of Main Street’s dividend reinvestment and direct stock purchase plan (the “DRIP”) provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if Main Street declares a cash dividend, its stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash dividend automatically reinvested into additional shares of MSCC common stock. The share requirements of the DRIP may be satisfied through the issuance of shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly issued shares will be valued based upon the final closing price of MSCC’s common stock on the valuation date determined for each dividend by Main Street’s Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased, before any associated brokerage or other costs. Main Street’s DRIP is administered by its transfer agent on behalf of Main Street’s record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in Main Street’s DRIP but may provide a similar dividend reinvestment plan for their clients.

Summarized DRIP information for the six months ended June 30, 2024 and 2023 is as follows:

	Six Months Ended June 30,
	2024		2023
	(dollars in thousands)
DRIP participation	$	17,229	$	14,688
Shares issued for DRIP	366,496		374,173

NOTE J — SHARE-BASED COMPENSATION

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards (“RSAs”), Main Street measured the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

Main Street’s Board of Directors approves the issuance of shares of restricted stock to Main Street employees pursuant to the Main Street Capital Corporation 2022 Equity and Incentive Plan (the “Equity and Incentive Plan”). These shares generally vest over a three-year or five-year period from the grant date. The fair value is expensed over the service period, starting on the grant date. The following table summarizes the restricted stock issuances approved by Main Street’s Board of Directors under the Equity and Incentive Plan, net of shares forfeited, if any, and the remaining shares of restricted stock available for issuance as of June 30, 2024.

Restricted stock authorized under the plan	5,000,000
Less net restricted stock granted	(1,049,573)
Restricted stock available for issuance as of June 30, 2024	3,950,427

As of June 30, 2024, the following table summarizes the restricted stock issued to Main Street’s non-employee directors and the remaining shares of restricted stock available for issuance pursuant to the Main Street Capital Corporation 2022 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election to the board and vest on the day immediately preceding the annual meeting of stockholders following the respective grant date and are expensed over such service period.

Restricted stock authorized under the plan	300,000
Less net restricted stock granted	(11,065)
Restricted stock available for issuance as of June 30, 2024	288,935

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

For the three months ended June 30, 2024 and 2023, Main Street recognized total share-based compensation expense of $4.9 million and $4.1 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors. For the six months ended June 30, 2024 and 2023, Main Street recognized total share-based compensation expense of $9.0 million and $8.2 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors.

Summarized RSA activity for the six months ended June 30, 2024 is as follows:

	Six Months Ended June 30, 2024
	Number			Weighted-Average Grant-Date Fair Value
Restricted Stock Awards (RSAs):	of Shares			( per share)
Non-vested, December 31, 2023	958,225
Granted (1)	512,134			46.94
Vested (1)(2)	(407,631)			40.62
Forfeited	(21,139)			42.78
Non-vested, June 30, 2024	1,041,589
Aggregate intrinsic value as of June 30, 2024 (in thousands)	$	52,590	(3)

All values are in US Dollars. ___________________________

(1)Restricted units generally vest over a three-year or five-year period from the grant date (as noted above).

(2)Vested shares included 155,046 shares withheld for payroll taxes paid on behalf of employees.

(3)Aggregate intrinsic value is the product of total non-vested restricted shares as of June 30, 2024 and $50.49 per share, the closing price of our common stock on June 30, 2024.

The total fair value of RSAs that vested during the six months ended June 30, 2024 and 2023, was $16.6 million and $15.6 million, respectively.

As of June 30, 2024, there was $40.5 million of total unrecognized compensation expense related to Main Street’s non-vested restricted shares. This compensation expense is expected to be recognized over a remaining weighted-average period of 2.7 years as of June 30, 2024.

NOTE K — COMMITMENTS AND CONTINGENCIES

At June 30, 2024, Main Street had the following outstanding commitments (in thousands):

Investments with equity capital commitments that have not yet funded:	Amount
Brightwood Capital Fund Investments
Brightwood Capital Fund V, LP	$	2,500
Brightwood Capital Fund III, LP	65
	2,565
EnCap Equity - Fund XII, LP	5,609
Harris Preston Fund Investments
HPEP 4, L.P.	7,495
HPEP 3, L.P.	1,308
	8,803

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MS Private Loan Fund I, LP	750
MS Private Loan Fund II, LP	8,691
UnionRock Energy Fund Investments
UnionRock Energy Fund III, LP	5,000
UnionRock Energy Fund II, LP	527
	5,527
Total Equity Commitments (1)(2)	$	31,945
Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:
ZRG Partners, LLC	$	28,876
HEADLANDS OP-CO LLC	16,875
Creative Foam Corporation	15,375
Computer Data Source, LLC	9,000
CQ Fluency, LLC	6,750
Insight Borrower Corporation	6,688
JDC Power Services, LLC	6,211
Garyline, LLC	6,000
California Splendor Holdings LLC	6,000
Veregy Consolidated, Inc.	5,875
SI East, LLC	5,250
Gulf Manufacturing, LLC	5,000
PTL US Bidco, Inc	4,612
South Coast Terminals Holdings, LLC	4,465
BP Loenbro Holdings Inc.	4,346
Cody Pools, Inc.	4,214
Bettercloud, Inc.	4,189
IG Investor, LLC	4,000
AB Centers Acquisition Corporation	3,910
AVEX Aviation Holdings, LLC	3,684
Mako Steel, LP	3,651
Microbe Formulas, LLC	3,601
Johnson Downie Opco, LLC	3,600
Titan Meter Midco Corp.	3,598
Nello Industries Investco, LLC	3,426
VVS Holdco LLC	3,200
Watterson Brands, LLC	3,176
Coregistics Buyer LLC	3,100
Power System Solutions	3,085
MS Private Loan Fund	3,000
MetalForming AcquireCo, LLC	2,795

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Winter Services LLC	2,667
IG Parent Corporation (Infogain)	2,500
NexRev LLC	2,400
Centre Technologies Holdings, LLC	2,400
Burning Glass Intermediate Holding Company, Inc.	2,397
Engineering Research & Consulting, LLC	2,293
GS HVAM Intermediate, LLC	2,273
Imaging Business Machines, L.L.C.	2,174
Sales Performance International, LLC	2,130
Cybermedia Technologies, LLC	2,000
The Affiliati Network, LLC	2,000
PurgeRite, LLC	1,969
Elgin AcquireCo, LLC	1,877
Career Team Holdings, LLC	1,800
NinjaTrader, LLC	1,750
SPAU Holdings, LLC	1,661
Batjer TopCo, LLC	1,620
Trantech Radiator Topco, LLC	1,600
Chamberlin Holding LLC	1,600
Pinnacle TopCo, LLC	1,600
Colonial Electric Company LLC	1,600
Acumera, Inc.	1,598
Channel Partners Intermediateco, LLC	1,554
GULF PACIFIC ACQUISITION, LLC	1,515
Bond Brand Loyalty ULC	1,427
Bluestem Brands, Inc.	1,374
American Health Staffing Group, Inc.	1,333
Escalent, Inc.	1,326
Nebraska Vet AcquireCo, LLC	1,250
CaseWorthy, Inc.	1,230
Gamber-Johnson Holdings, LLC	1,200
Clad-Rex Steel, LLC	1,200
Invincible Boat Company, LLC.	1,080
ATS Operating, LLC	1,044
ArborWorks, LLC	868
Mystic Logistics Holdings, LLC	800
Orttech Holdings, LLC	800
Barfly Ventures, LLC	760
Mini Melts of America, LLC	655
Analytical Systems Keco Holdings, LLC	580
Eastern Wholesale Fence LLC	520
Jensen Jewelers of Idaho, LLC	500
MS Private Loan Fund II	500
Island Pump and Tank, LLC	456
Jackmont Hospitality, Inc.	441

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Gulf Publishing Holdings, LLC	400
Wall Street Prep, Inc.	400
Vitesse Systems	386
ITA Holdings Group, LLC	286
Roof Opco, LLC	233
GRT Rubber Technologies LLC	204
AAC Holdings, Inc.	200
Obra Capital, Inc.	148
Inspire Aesthetics Management, LLC	50
Buca C, LLC	32
Adams Publishing Group, LLC	2
Total Loan Commitments	$	256,215
Total Commitments	$	288,160

____________________

(1)This table excludes commitments related to six additional Other Portfolio investments for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses. The Company does not expect any material future capital to be called on its commitment to these investments and as a result has excluded those commitments from this table.

(2)This table excludes commitments related to five additional Other Portfolio investments for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses or for follow on investments in existing portfolio companies. The Company does not expect any material future capital to be called on its commitment to these investments to pay fund expenses, and based on representations from the fund manager, the Company does not expect any further capital will be called on its commitment for follow on investments. As a result, the Company has excluded those commitments from this table.

Main Street will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facilities). Main Street follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. The Company had no unrealized appreciation or depreciation on the outstanding unfunded commitments as of June 30, 2024.

Main Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on Main Street’s financial condition or results of operations in any future reporting period.

NOTE L — RELATED PARTY TRANSACTIONS

As discussed further in Note D — External Investment Manager, the External Investment Manager is treated as a wholly-owned portfolio company of Main Street and is included as part of Main Street’s Investment Portfolio. At June 30, 2024, Main Street had a receivable of $9.8 million due from the External Investment Manager, which included (i) $6.5 million related primarily to operating expenses incurred by Main Street as required to support the External Investment Manager’s business and amounts due from the External Investment Manager to Main Street under a tax sharing agreement (see further discussion in Note D — External Investment Manager) and (ii) $3.3 million of dividends declared but not paid by the External Investment Manager. MSCC has entered into an agreement with the External Investment Manager to share

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

employees in connection with its asset management business generally, and specifically for the External Investment Manager’s relationship with MSC Income and its other clients (see further discussion in Note A.1. — Organization and Basis of Presentation — Organization and Note D — External Investment Manager).

From time to time, Main Street may make investments in clients of the External Investment Manager in the form of debt or equity capital on terms approved by Main Street’s Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act.

In May 2023, Main Street purchased 255,755 shares of MSC Income’s common stock from MSC Income at the price shares were purchased by MSC Income stockholders pursuant to MSC Income’s dividend reinvestment plan for its May 2023 dividend on such date. In August 2023, Main Street purchased an additional 348,542 shares of MSC Income’s common stock from MSC Income at the share price at which shares were purchased by MSC Income stockholders pursuant to MSC Income’s dividend reinvestment plan for its August 2023 dividend. In September 2023, Main Street purchased an additional 115,385 shares of MSC Income’s common stock at a price of $6.50 per share in the modified “Dutch Auction” tender offer commenced by MSC Income and Main Street in August 2023 to purchase, severally and not jointly, up to an aggregate of $3.5 million of shares from stockholders of MSC Income, subject to the conditions described in the offer to purchase dated August 16, 2023. In October 2023 Main Street purchased 475,888 shares of MSC Income’s common stock from MSC Income at the price shares were purchased by MSC Income stockholders pursuant to MSC Income’s dividend reinvestment plan for MSC Income’s October 2023 dividend on such date. In January 2024, Main Street purchased 314,070 shares of MSC Income’s common stock from MSC Income at the price shares were purchased by MSC Income stockholders pursuant to MSC Income’s dividend reinvestment plan for its January 2024 dividend on such date. In May 2024, Main Street purchased 315,259 shares of MSC Income’s common stock from MSC Income at the price shares were purchased by MSC Income stockholders pursuant to MSC Income’s dividend reinvestment plan for its May 2024 dividend on such date. Each of Main Street’s purchases of MSC Income common stock was unanimously approved by the Board of Directors and MSC Income’s board of directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, of each board. As of June 30, 2024, Main Street owned 1,919,596 shares of MSC Income’s common stock. In addition, certain of Main Street’s officers and employees own shares of MSC Income and therefore have direct pecuniary interests in MSC Income.

In December 2020, the External Investment Manager entered into an investment management agreement with the Private Loan Fund to provide investment advisory and management services in exchange for an asset-based fee and certain incentive fees. The Private Loan Fund is a private investment fund exempt from registration under the 1940 Act that co-invests with Main Street in Main Street’s Private Loan investment strategy. In connection with the Private Loan Fund’s initial closing in December 2020, Main Street committed to contribute up to $10.0 million as a limited partner and is entitled to distributions on such interest. In February 2022, Main Street increased its total commitment to the Private Loan Fund from $10.0 million to $15.0 million. In addition, certain of Main Street’s officers and employees (and certain of their immediate family members) have made capital commitments to the Private Loan Fund as limited partners and therefore have direct pecuniary interests in the Private Loan Fund. As of June 30, 2024, Main Street has funded $14.3 million of its limited partner commitment and Main Street’s unfunded commitment was $0.7 million. Main Street’s limited partner commitment to the Private Loan Fund was unanimously approved by the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act.

In March 2022, Main Street provided the Private Loan Fund with a revolving line of credit pursuant to a Secured Revolving Promissory Note, dated March 17, 2022 (the “PL Fund 2022 Note”), which provides for borrowings up to $10.0 million. Borrowings under the PL Fund 2022 Note bear interest at a fixed rate of 5.00% per annum and mature on the date upon which the Private Loan Fund’s investment period concludes, which is scheduled to occur in March 2026. Available borrowings under the PL Fund 2022 Note are subject to a 0.25% non-use fee. The PL Fund 2022 Note was unanimously approved by Main Street’s Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act. As of June 30, 2024, there were $7.0 million of borrowings outstanding under the PL Fund 2022 Note.

In September 2023, the External Investment Manager entered into an investment management agreement with the Private Loan Fund II to provide investment advisory and management services in exchange for an asset-based fee and certain incentive fees. The Private Loan Fund II is a private investment fund exempt from registration under the 1940 Act

Table of contents

MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

that co-invests with Main Street in Main Street’s Private Loan investment strategy. In connection with the Private Loan Fund II’s initial closing in September 2023, Main Street committed to contribute up to $15.0 million (limited to 20% of total commitments) as a limited partner and is entitled to distributions on such interest. In addition, certain of Main Street’s officers and employees (and certain of their immediate family members) have made capital commitments to the Private Loan Fund II as limited partners and therefore have direct pecuniary interests in the Private Loan Fund II. As of June 30, 2024, Main Street has funded $2.2 million of its limited partner commitment and Main Street’s unfunded commitment was $8.7 million. Main Street’s limited partner commitment to the Private Loan Fund II was unanimously approved by the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act.

In September 2023, Main Street provided the Private Loan Fund II with a revolving line of credit pursuant to a Secured Revolving Promissory Note, dated September 5, 2023 (the “PL Fund II 2023 Note”), which provides for borrowings up to $50.0 million. Borrowings under the PL Fund II 2023 Note bear interest at a rate of SOFR plus 3.5% per annum, subject to a 2.0% SOFR floor, and mature on September 5, 2025. Available borrowings under the PL Fund II 2023 Note are subject to a 0.25% non-use fee. The borrowings are collateralized by all assets of the Private Loan Fund II. The PL Fund II 2023 Note was unanimously approved by Main Street’s Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act. As of June 30, 2024, there were $49.5 million of borrowings outstanding under the PL Fund II 2023 Note.

As described in Note B.9. — Summary of Significant Accounting Policies — Deferred Compensation Plan, participants in the Deferred Compensation Plan elect one or more investment options, including phantom Main Street stock units, interests in affiliated funds and various mutual funds, where their deferred amounts are notionally invested pending distribution pursuant to participant elections and plan terms. As of June 30, 2024, $23.9 million of compensation, plus net unrealized gains and losses and investment income, and minus previous distributions, was deferred under the Deferred Compensation Plan. As of June 30, 2024, $9.1 million was deferred into phantom Main Street stock units, representing 180,250 shares of Main Street’s common stock. In addition, as of June 30, 2024, the Company had $14.8 million of funded investments from deferred compensation in trust, including $2.1 million in the Private Loan Fund and $3.6 million in the Private Loan Fund II.

NOTE M — SUBSEQUENT EVENTS

Our management has evaluated subsequent events through the date of issuance of the consolidated financial statements, and identified the following to report:

In August 2024, Main Street declared a supplemental dividend of $0.30 per share payable in September 2024. This supplemental dividend is in addition to the previously announced regular monthly dividends that Main Street declared of $0.245 per share for each of July, August and September 2024, or total regular monthly dividends of $0.735 per share for the third quarter of 2024.

In August 2024, Main Street also declared regular monthly dividends of $0.245 per share for each month of October, November and December of 2024. These regular monthly dividends equal a total of $0.735 per share for the fourth quarter of 2024, representing a 4.3% increase from the regular monthly dividends paid in the fourth quarter of 2023. Including the regular monthly and supplemental dividends declared for the third and fourth quarters of 2024, Main Street will have paid $42.625 per share in cumulative dividends since its October 2007 initial public offering.

After quarter end, Main Street received approval from the SBA for $63.8 million of additional SBIC funding which it expects to draw in the third quarter of 2024, at which point the total outstanding amount of SBIC debentures would equal the regulatory maximum amount of $350.0 million.

Table of contents	Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates

June 30, 2024

(dollars in thousands)

(Unaudited)

Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment (1) (10) (11)	Geography	Amount of<br>Realized<br>Gain/(Loss)		Amount of<br>Unrealized<br>Gain/(Loss)		Amount of<br>Interest,<br>Fees or<br>Dividends<br>Credited to<br>Income (2)		December 31,<br>2023 Fair Value (13)		Gross<br>Additions (3)		Gross<br>Reductions (4)		June 30,<br>2024 Fair Value (13)
Majority-owned investments
Analytical Systems Keco Holdings, LLC	15.38%	SF+	10.00%		Secured Debt (12)	(8)	$	—	$	—	$	—	$	219	$	1	$	—	$	220
	15.38%	SF+	10.00%		Secured Debt	(8)	—		—		346		4,084		34		195		3,923
	14.13%				Preferred Member Units	(8)	—		—		—		—		—		—		—
					Preferred Member Units	(8)	—		760		—		4,860		760		—		5,620
					Warrants	(8)	—		—		—		—		—		—		—
Brewer Crane Holdings, LLC	15.48%	SF+	10.00%		Secured Debt	(9)	—		—		429		5,498		14		248		5,264
					Preferred Member Units	(9)	—		(320)		60		5,620		—		320		5,300
Café Brazil, LLC					Member Units	(8)	—		(189)		20		1,980		—		190		1,790
California Splendor Holdings LLC	14.00%			4.00%	Secured Debt	(9)	—		(79)		2,088		27,655		299		79		27,875
					Preferred Member Units	(9)	—		—		125		15,695		—		—		15,695
	15.00%			15.00%	Preferred Member Units	(9)	—		—		572		4,601		5,572		—		10,173
Clad-Rex Steel, LLC					Secured Debt (12)	(5)	—		—		1		—		—		—		—
	11.50%				Secured Debt	(5)	—		—		512		8,422		—		621		7,801
	10.00%				Secured Debt	(5)	—		—		51		1,004		—		19		985
					Member Units	(5)	—		1,010		422		5,200		1,010		—		6,210
					Member Units	(5)	—		(179)		—		1,129		—		179		950
Cody Pools, Inc.					Secured Debt (12)	(8)	—		4		31		—		1,264		1,264		—
	12.50%				Secured Debt	(8)	—		(6)		2,604		42,073		6		1,278		40,801
					Preferred Member Units	(8)	—		2,010		1,508		72,470		2,010		—		74,480
CompareNetworks Topco, LLC		SF+	9.00%		Secured Debt	(9)	—		—		—		—		—		—		—
	14.48%	SF+	9.00%		Secured Debt	(9)	—		—		247		3,454		—		357		3,097
					Preferred Member Units	(9)	—		(1,520)		—		14,450		—		1,520		12,930
Cybermedia Technologies, LLC					Secured Debt (12)	(6)	—		—		5		—		—		—		—
	13.00%				Secured Debt	(6)	—		—		1,881		28,389		35		975		27,449
					Preferred Member Units	(6)	—		1,020		1,041		15,000		1,020		—		16,020
Datacom, LLC	7.50%				Secured Debt	(8)	—		—		14		447		226		405		268
	10.00%				Secured Debt	(8)	—		—		491		7,587		73		135		7,525
					Preferred Member Units	(8)	—		130		—		70		130		—		200
Direct Marketing Solutions, Inc.					Secured Debt	(9)	—		(14)		48		1,233		1,289		2,522		—
	14.00%				Secured Debt	(9)	—		(23)		1,797		25,543		23		843		24,723
					Preferred Stock	(9)	—		(1,140)		—		20,740		—		1,140		19,600
Elgin AcquireCo, LLC		SF+	6.00%		Secured Debt (12)	(5)	—		—		4		(7)		1		—		(6)
	12.00%				Secured Debt	(5)	—		—		1,133		18,632		21		469		18,184
	9.00%				Secured Debt	(5)	—		—		285		6,252		2		24		6,230
					Common Stock	(5)	—		(360)		—		6,090		—		360		5,730
					Common Stock	(5)	—		80		—		1,670		80		—		1,750
Gamber-Johnson Holdings, LLC		SF+	7.50%		Secured Debt (12)	(5)	—		—		3		—		—		—		—
	10.50%	SF+	7.50%		Secured Debt	(5)	—		(61)		2,763		54,078		61		4,861		49,278
					Member Units	(5)	—		9,840		3,001		96,710		9,840		—		106,550
GRT Rubber Technologies LLC	11.48%	SF+	6.00%		Secured Debt (12)	(8)	—		2		163		2,400		746		—		3,146
	13.48%	SF+	8.00%		Secured Debt	(8)	—		(23)		2,782		40,493		23		23		40,493
Table of contents	Schedule 12-14
---	---

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

June 30, 2024

(dollars in thousands)

(Unaudited)

Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment (1) (10) (11)	Geography	Amount of<br>Realized<br>Gain/(Loss)	Amount of<br>Unrealized<br>Gain/(Loss)	Amount of<br>Interest,<br>Fees or<br>Dividends<br>Credited to<br>Income (2)	December 31,<br>2023 Fair Value (13)	Gross<br>Additions (3)	Gross<br>Reductions (4)	June 30,<br>2024 Fair Value (13)
					Member Units	(8)	—	—	84	44,440	—	—	44,440
Gulf Publishing Holdings, LLC		SF+	9.50%		Secured Debt (12)	(8)	—	—	—	—	—	—	—
	12.50%			12.50%	Secured Debt	(8)	—	(336)	76	2,284	—	336	1,948
					Preferred Equity	(8)	—	(2,460)	—	2,460	—	2,460	—
					Member Units	(8)	—	—	—	—	—	—	—
IG Investor, LLC					Secured Debt (12)	(6)	—	—	14	(35)	4	—	(31)
	13.00%				Secured Debt	(6)	—	—	2,448	36,934	42	880	36,096
					Common Equity	(6)	—	—	—	14,400	—	—	14,400
Jensen Jewelers of Idaho, LLC		P+	6.75%		Secured Debt (12)	(9)	—	—	3	—	—	—	—
	15.00%	P+	6.75%		Secured Debt	(9)	—	—	149	1,998	—	198	1,800
					Member Units	(9)	—	(90)	769	12,420	—	90	12,330
Kickhaefer Manufacturing Company, LLC	12.00%				Secured Debt	(5)	—	—	1,174	19,774	8	2,400	17,382
	9.00%				Secured Debt	(5)	—	—	174	3,805	164	21	3,948
					Preferred Equity	(5)	—	2,240	—	9,690	2,240	—	11,930
					Member Units	(5)	—	(240)	65	2,730	—	240	2,490
Metalforming Holdings, LLC					Secured Debt (12)	(7)	—	—	5	—	—	—	—
	10.75%				Secured Debt	(7)	—	—	1,370	23,623	31	1,146	22,508
	8.00%			8.00%	Preferred Equity	(7)	—	236	—	6,035	236	119	6,152
					Common Stock	(7)	—	1,570	434	1,500	1,570	—	3,070
MH Corbin Holding LLC	14.00%				Secured Debt	(5)	—	—	369	5,022	—	160	4,862
					Preferred Member Units	(5)	—	—	—	330	—	—	330
					Preferred Member Units	(5)	—	—	—	—	—	—	—
MSC Adviser I, LLC					Member Units	(8)	—	12,497	6,312	174,063	12,497	—	186,560
Mystic Logistics Holdings, LLC					Secured Debt (12)	(6)	—	—	2	—	—	—	—
	10.00%				Secured Debt	(6)	—	18	292	5,746	—	—	5,746
					Common Stock	(6)	—	(290)	1,924	26,390	—	290	26,100
OMi Topco, LLC	12.00%				Secured Debt	(8)	—	(16)	766	12,750	16	766	12,000
					Preferred Member Units	(8)	—	11,900	2,475	36,380	11,900	—	48,280
PPL RVs, Inc.		SF+	8.75%		Secured Debt	(8)	—	(1)	1	—	1	1	—
	14.23%	SF+	8.75%		Secured Debt	(8)	—	(30)	1,438	19,877	30	886	19,021
					Common Stock	(8)	—	(1,110)	—	16,980	—	1,110	15,870
					Common Stock	(8)	—	146	—	368	146	—	514
Principle Environmental, LLC	13.00%				Secured Debt	(8)	—	—	399	5,829	12	—	5,841
					Preferred Member Units	(8)	—	50	491	10,750	50	—	10,800
					Common Stock	(8)	—	—	—	510	—	—	510
Quality Lease Service, LLC					Member Units	(7)	—	—	—	460	—	—	460
Robbins Bros. Jewelry, Inc.				10.00%	Secured Debt	(9)	—	—	8	(26)	2	—	(24)
	12.50%			10.00%	Secured Debt	(9)	—	(12,978)	1,083	30,798	19	13,429	17,388
					Preferred Equity	(9)	—	—	6	—	—	—	—
Trantech Radiator Topco, LLC					Secured Debt (12)	(7)	—	—	2	—	—	—	—
	13.50%				Secured Debt	(7)	—	71	529	7,920	—	—	7,920
					Common Stock	(7)	—	(2,970)	58	12,740	—	2,970	9,770
Volusion, LLC	10.00%				Secured Debt	(8)	—	—	106	2,100	—	—	2,100
					Preferred Member Units	(8)	—	—	—	—	—	—	—
Table of contents	Schedule 12-14
---	---

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

June 30, 2024

(dollars in thousands)

(Unaudited)

Company	Total Rate	Base Rate	Spread	Type of Investment (1) (10) (11)	Geography	Amount of<br>Realized<br>Gain/(Loss)	Amount of<br>Unrealized<br>Gain/(Loss)	Amount of<br>Interest,<br>Fees or<br>Dividends<br>Credited to<br>Income (2)	December 31,<br>2023 Fair Value (13)	Gross<br>Additions (3)	Gross<br>Reductions (4)	June 30,<br>2024 Fair Value (13)
				Preferred Member Units	(8)	—	1,867	—	7,250	1,868	2,118	7,000
				Preferred Member Units	(8)	—	—	—	—	—	—	—
				Common Stock	(8)	—	—	—	—	—	—	—
Ziegler’s NYPD, LLC	12.00%			Secured Debt	(8)	—	—	27	450	—	—	450
	6.50%			Secured Debt	(8)	—	—	33	945	—	—	945
	14.00%			Secured Debt	(8)	—	(369)	195	2,080	—	370	1,710
				Preferred Member Units	(8)	—	—	—	—	—	—	—
				Warrants	(8)	—	—	—	—	—	—	—
Other controlled investments
2717 MH, L.P.				LP Interests (2717 MH, L.P.)	(8)	57	2,941	278	6,050	2,998	57	8,991
				LP Interests (2717 HPP-MS, L.P.)	(8)	—	60	—	315	59	—	374
				LP Interests (2717 GRE-LP, L.P.)	(8)	—	—	—	—	441	—	441
ASC Interests, LLC	13.00%			Secured Debt	(8)	—	—	27	400	—	—	400
	13.00%			Secured Debt	(8)	—	—	109	1,597	1	—	1,598
				Preferred Member Units	(8)	—	—	—	266	—	—	266
				Member Units	(8)	—	(60)	—	100	—	60	40
ATS Workholding, LLC	5.00%			Secured Debt	(9)	—	(281)	—	328	167	281	214
	5.00%			Secured Debt	(9)	—	(187)	—	473	—	188	285
				Preferred Member Units	(9)	—	—	—	—	—	—	—
Barfly Ventures, LLC	7.00%			Secured Debt (12)	(5)	—	—	26	711	—	—	711
				Member Units	(5)	—	580	—	4,140	580	—	4,720
Batjer TopCo, LLC	10.00%			Secured Debt (12)	(8)	—	(6)	18	—	451	6	445
	10.00%			Secured Debt (12)	(8)	—	—	14	270	—	—	270
	10.00%			Secured Debt	(8)	—	(67)	545	10,575	10	67	10,518
				Preferred Stock	(8)	—	(430)	407	6,150	—	430	5,720
Bolder Panther Group, LLC	13.43%	SF+	8.05%	Secured Debt	(9)	—	(27)	6,787	96,556	7,563	1,283	102,836
	8.00%			Class B Preferred Member Units	(9)	—	3,690	1,390	31,020	3,690	—	34,710
				Secured Debt	(9)	—	—	95	—	—	—	—
Bridge Capital Solutions Corporation	13.00%			Secured Debt	(6)	—	—	579	8,813	—	—	8,813
	13.00%			Secured Debt	(6)	—	—	66	1,000	—	—	1,000
				Preferred Member Units	(6)	—	—	50	1,000	—	—	1,000
				Warrants	(6)	—	(25)	—	1,808	—	25	1,783
				Warrants	(6)	—	(35)	—	2,482	—	35	2,447
CBT Nuggets, LLC				Member Units	(9)	—	(590)	1,235	50,130	—	590	49,540
Centre Technologies Holdings, LLC		SF+	10.00%	Secured Debt (12)	(8)	—	—	6	—	—	—	—
	15.48%	SF+	10.00%	Secured Debt	(8)	—	223	1,383	—	21,974	1,512	20,462
				Secured Debt	(8)	—	(62)	281	17,574	—	17,574	—
				Preferred Member Units	(8)	—	460	60	11,040	460	—	11,500
Chamberlin Holding LLC		SF+	6.00%	Secured Debt (12)	(8)	—	(45)	49	—	45	45	—
	13.49%	SF+	8.00%	Secured Debt	(8)	—	(1)	1,066	15,620	1	1	15,620
Table of contents	Schedule 12-14
---	---

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

June 30, 2024

(dollars in thousands)

(Unaudited)

Company	Total Rate	Base Rate	Spread	Type of Investment (1) (10) (11)	Geography	Amount of<br>Realized<br>Gain/(Loss)	Amount of<br>Unrealized<br>Gain/(Loss)	Amount of<br>Interest,<br>Fees or<br>Dividends<br>Credited to<br>Income (2)	December 31,<br>2023 Fair Value (13)	Gross<br>Additions (3)	Gross<br>Reductions (4)	June 30,<br>2024 Fair Value (13)
				Member Units	(8)	—	710	3,396	29,320	710	—	30,030
				Member Units	(8)	—	290	46	2,860	290	—	3,150
Charps, LLC	10.00%			Unsecured Debt	(5)	—	(244)	528	5,694	244	244	5,694
				Preferred Member Units	(5)	—	(110)	155	15,690	—	110	15,580
Colonial Electric Company LLC				Secured Debt (12)	(6)	—	—	4	—	—	—	—
	12.00%			Secured Debt	(6)	—	385	1,246	21,627	423	3,910	18,140
				Preferred Member Units	(6)	—	(1,440)	1,440	2,400	—	2,400	—
				Preferred Member Units	(6)	—	4,060	556	7,680	4,060	—	11,740
Compass Systems & Sales, LLC	13.50%			Secured Debt	(5)	—	—	42	—	1,584	—	1,584
	13.50%			Secured Debt	(5)	—	—	1,191	17,034	17	—	17,051
				Preferred Equity	(5)	—	496	120	7,454	496	—	7,950
Copper Trail Fund Investments				LP Interests (CTMH, LP)	(9)	—	—	—	568	—	—	568
Digital Products Holdings LLC	15.38%	SF+	10.00%	Secured Debt	(5)	—	—	1,116	14,690	34	1,453	13,271
				Preferred Member Units	(5)	—	—	100	9,835	—	—	9,835
Garreco, LLC		SF+	8.00%	Secured Debt	(8)	—	—	92	3,088	—	3,088	—
				Member Units	(8)	—	—	43	1,580	—	—	1,580
Harrison Hydra-Gen, Ltd.				Common Stock	(8)	—	560	—	4,660	560	—	5,220
JorVet Holdings, LLC	12.00%			Secured Debt	(9)	—	—	1,584	25,483	30	647	24,866
				Preferred Equity	(9)	—	—	490	10,741	—	—	10,741
KBK Industries, LLC	9.00%			Secured Debt	(5)	—	(8)	214	4,700	8	408	4,300
				Member Units	(5)	—	2,050	1,135	22,770	2,050	—	24,820
MS Private Loan Fund I, LP	5.00%			Secured Debt (12)	(8)	—	—	32	—	15,500	8,500	7,000
				LP Interests (12)	(8)	—	(58)	1,089	14,527	—	58	14,469
MS Private Loan Fund II, LP	8.88%	SF+	3.50%	Secured Debt (12)	(8)	—	—	1,446	23,367	32,541	6,500	49,408
				LP Interests (12)	(8)	—	85	93	1,561	2,249	—	3,810
MSC Income Fund, Inc.				Common Equity	(8)	—	(131)	868	10,025	5,000	131	14,894
NAPCO Precast, LLC				Member Units	(8)	—	(1,350)	63	11,730	—	1,350	10,380
Nello Industries Investco, LLC	11.88%	SF+	6.50%	Secured Debt (12)	(5)	—	—	118	—	10,946	—	10,946
	13.50%			Secured Debt	(5)	—	—	751	—	24,556	—	24,556
				Common Equity	(5)	—	—	—	—	12,120	—	12,120
NexRev LLC	10.00%			Secured Debt (12)	(8)	—	—	42	—	1,600	—	1,600
	10.00%			Secured Debt	(8)	—	34	522	9,751	60	—	9,811
				Preferred Member Units	(8)	—	1,860	471	6,350	1,860	—	8,210
NRP Jones, LLC	12.00%			Secured Debt	(5)	—	—	126	2,080	—	—	2,080
				Member Units	(5)	—	(77)	—	1,466	—	77	1,389
				Member Units	(5)	—	(3)	—	53	—	3	50
NuStep, LLC	11.98%	SF+	6.50%	Secured Debt	(5)	—	—	221	3,600	—	—	3,600
	12.00%			Secured Debt	(5)	—	—	1,125	18,426	6	—	18,432
				Preferred Member Units	(5)	—	960	—	9,240	960	—	10,200
				Preferred Member Units	(5)	—	—	—	5,150	—	—	5,150
Orttech Holdings, LLC		SF+	11.00%	Secured Debt (12)	(5)	—	—	—	—	—	—	—
	16.48%	SF+	11.00%	Secured Debt	(5)	—	(23)	1,852	22,040	23	103	21,960
				Preferred Stock	(5)	—	(1,990)	264	17,050	—	1,990	15,060
Pearl Meyer Topco LLC	12.00%			Secured Debt	(6)	—	—	279	3,500	1,500	—	5,000
Table of contents	Schedule 12-14
---	---

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

June 30, 2024

(dollars in thousands)

(Unaudited)

Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment (1) (10) (11)	Geography	Amount of<br>Realized<br>Gain/(Loss)		Amount of<br>Unrealized<br>Gain/(Loss)		Amount of<br>Interest,<br>Fees or<br>Dividends<br>Credited to<br>Income (2)		December 31,<br>2023 Fair Value (13)		Gross<br>Additions (3)		Gross<br>Reductions (4)		June 30,<br>2024 Fair Value (13)
	12.00%				Secured Debt	(6)	—		110		1,724		20,000		18,219		—		38,219
	12.00%				Secured Debt	(6)	—		(13)		1,692		27,681		13		13		27,681
					Preferred Equity	(6)	—		9,250		5,885		44,090		9,250		—		53,340
Pinnacle TopCo, LLC					Secured Debt (12)	(8)	—		—		12		444		2		460		(14)
	13.00%				Secured Debt	(8)	—		—		2,044		30,339		30		—		30,369
					Preferred Equity	(8)	—		2,790		853		12,540		2,790		—		15,330
River Aggregates, LLC					Member Units	(8)	(409)		80		—		3,710		80		—		3,790
Tedder Industries, LLC	12.00%			12.00%	Secured Debt	(9)	—		—		56		1,726		—		—		1,726
	12.00%			12.00%	Secured Debt	(9)	—		(9,605)		461		14,262		—		9,605		4,657
					Preferred Member Units	(9)	—		—		—		—		—		—		—
					Preferred Member Units	(9)	—		—		—		—		—		—		—
					Preferred Member Units	(9)	—		—		—		—		—		—		—
Televerde, LLC					Member Units	(8)	—		(2,164)		—		4,734		—		2,164		2,570
					Preferred Stock	(8)	—		—		—		1,794		—		1		1,793
Vision Interests, Inc.					Series A Preferred Stock	(9)	—		—		—		3,000		—		—		3,000
VVS Holdco LLC		SF+	6.00%		Secured Debt (12)	(5)	—		—		8		—		—		—		—
	11.50%				Secured Debt	(5)	—		—		1,648		28,035		34		1,160		26,909
					Preferred Equity	(5)	—		—		204		12,240		—		—		12,240
							—		—		—		—		—		—		—
							—		—		—		—		—		—		—
Other							—		—		—		—		—		—		—
Amounts related to investments transferred to or from other 1940 Act classification during the period							—		4,370		2,811		60,384		—		—		—
Total Control investments							$	(352)	$	37,659	$	102,437	$	2,006,698	$	243,661	$	114,546	$	2,075,429
Affiliate Investments
423 HAR, LP					LP Interests (423 HAR, L.P.)	(8)	$	—	$	51	$	—	$	996	$	52	$	—	$	1,048
AAC Holdings, Inc.	18.00%			18.00%	Secured Debt (12)	(7)	—		(2)		44		418		60		2		476
	18.00%			18.00%	Secured Debt	(7)	—		(44)		1,404		13,895		1,919		44		15,770
					Common Stock	(7)	—		—		—		—		—		—		—
					Warrants	(7)	—		—		—		—		—		—		—
Boccella Precast Products LLC	10.00%				Secured Debt	(6)	—		(55)		16		320		—		55		265
					Member Units	(6)	—		(1,680)		18		1,990		—		1,680		310
Buca C, LLC	14.00%			14.00%	Secured Debt	(7)	—		—		563		12,144		371		—		12,515
	6.00%			6.00%	Preferred Member Units	(7)	—		—		—		—		—		—		—
	14.00%			14.00%	Secured Debt (12)	(7)	—		—		—		—		58		—		58
Career Team Holdings, LLC	11.38%	SF+	6.00%		Secured Debt (12)	(6)	—		—		53		881		1,803		1,800		884
	13.00%				Secured Debt	(6)	—		—		1,330		19,906		21		180		19,747
					Common Stock	(6)	—		—		—		4,500		—		—		4,500
Classic H&G Holdings, LLC		SF+	6.00%		Secured Debt	(6)	—		—		181		4,560		—		4,560		—
					Secured Debt	(6)	—		(50)		654		19,274		50		19,324		—
					Preferred Member Units	(6)	10,365		(7,771)		1,470		16,000		10,365		23,896		2,469
Congruent Credit Opportunities Funds					LP Interests (Congruent Credit Opportunities Fund III, LP)	(8)	—		(51)		152		4,352		—		1,810		2,542
Table of contents	Schedule 12-14
---	---

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

June 30, 2024

(dollars in thousands)

(Unaudited)

Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment (1) (10) (11)	Geography	Amount of<br>Realized<br>Gain/(Loss)	Amount of<br>Unrealized<br>Gain/(Loss)	Amount of<br>Interest,<br>Fees or<br>Dividends<br>Credited to<br>Income (2)	December 31,<br>2023 Fair Value (13)	Gross<br>Additions (3)	Gross<br>Reductions (4)	June 30,<br>2024 Fair Value (13)
DMA Industries, LLC	12.00%				Secured Debt	(7)	—	(28)	1,139	18,800	28	2,028	16,800
					Preferred Equity	(7)	—	(1,716)	—	7,660	3,068	1,716	9,012
	12.00%				Secured Debt	(7)	—	6	8	—	560	—	560
Dos Rios Partners					LP Interests (Dos Rios Partners, LP)	(8)	—	111	—	8,443	111	142	8,412
					LP Interests (Dos Rios Partners - A, LP)	(8)	—	35	—	2,631	35	45	2,621
Dos Rios Stone Products LLC					Class A Preferred Units	(8)	—	(250)	—	1,580	—	250	1,330
EIG Fund Investments					LP Interests (EIG Global Private Debt Fund-A, L.P.)	(8)	—	—	42	760	1	—	761
FCC Intermediate Holdco, LLC	13.00%				Secured Debt	(5)	—	—	1,198	—	28,691	—	28,691
					Warrants	(5)	—	—	—	—	3,920	—	3,920
Flame King Holdings, LLC					Preferred Equity	(9)	—	7,850	1,570	27,900	7,850	—	35,750
Freeport Financial SBIC Fund LP					LP Interests (Freeport Financial SBIC Fund LP)	(5)	—	(77)	—	3,012	—	356	2,656
					LP Interests (Freeport First Lien Loan Fund III LP)	(5)	—	—	255	3,704	1	1,109	2,596
GFG Group, LLC	8.00%				Secured Debt	(5)	—	(10)	388	9,345	10	10	9,345
					Preferred Member Units	(5)	—	(1,650)	781	11,460	—	1,650	9,810
Gulf Manufacturing, LLC		SF+	7.63%		Secured Debt (12)	(8)	—	47	111	—	—	—	—
	13.00%	SF+	7.63%		Secured Debt	(8)	—	373	2,887	—	40,000	—	40,000
					Member Units	(8)	—	5,910	1,092	9,070	5,910	—	14,980
Hawk Ridge Systems, LLC	11.48%	SF+	6.00%		Secured Debt	(9)	—	—	142	1,974	3,876	3,760	2,090
	12.50%				Secured Debt	(9)	—	(27)	2,887	45,256	27	27	45,256
					Preferred Member Units	(9)	—	600	—	17,460	600	—	18,060
					Preferred Member Units	(9)	—	30	—	920	30	—	950
Houston Plating and Coatings, LLC	8.00%				Unsecured Convertible Debt	(8)	—	60	121	2,880	60	—	2,940
					Member Units	(8)	—	(130)	34	3,340	—	130	3,210
HPEP 3, L.P.					LP Interests (HPEP 3, L.P.) (12)	(8)	—	247	—	4,225	247	—	4,472
					LP Interests (HPEP 4, L.P.) (12)	(8)	—	329	—	3,773	1,211	—	4,984
					LP Interests (423 COR, L.P.)	(8)	—	675	88	1,869	2,175	—	4,044
I-45 SLF LLC					Member Units (Fully diluted 20.0%; 21.75% profits interest)	(8)	(7,107)	6,710	429	13,490	—	13,490	—
Independent Pet Partners Intermediate Holdings, LLC					Common Equity	(6)	—	420	—	17,690	420	—	18,110
Infinity X1 Holdings, LLC	13.00%				Secured Debt	(9)	—	—	1,147	17,403	33	2,050	15,386
					Preferred Equity	(9)	—	—	512	4,000	368	—	4,368
Integral Energy Services	13.06%	SF+	7.50%		Secured Debt	(8)	—	330	955	13,891	380	1,570	12,701
	10.00%			10.00%	Preferred Equity	(8)	—	125	15	300	140	—	440
					Common Stock	(8)	—	390	21	160	390	—	550
Iron-Main Investments, LLC	13.50%				Secured Debt	(5)	—	—	311	4,487	3	—	4,490
Table of contents	Schedule 12-14
---	---

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

June 30, 2024

(dollars in thousands)

(Unaudited)

Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment (1) (10) (11)	Geography	Amount of<br>Realized<br>Gain/(Loss)	Amount of<br>Unrealized<br>Gain/(Loss)	Amount of<br>Interest,<br>Fees or<br>Dividends<br>Credited to<br>Income (2)	December 31,<br>2023 Fair Value (13)	Gross<br>Additions (3)	Gross<br>Reductions (4)	June 30,<br>2024 Fair Value (13)
	13.50%				Secured Debt	(5)	—	—	203	2,922	2	—	2,924
	13.50%				Secured Debt	(5)	—	—	610	8,944	—	—	8,944
	13.50%				Secured Debt	(5)	—	—	1,363	19,503	26	2,000	17,529
	13.50%				Secured Debt	(5)	—	—	752	10,273	45	400	9,918
					Common Stock	(5)	—	—	—	2,680	—	—	2,680
					Preferred Equity	(5)	—	—	—	—	711	—	711
ITA Holdings Group, LLC	16.46%	SF+	9.00%	2.00%	Secured Debt	(8)	—	—	86	816	365	—	1,181
	16.46%	SF+	9.00%	2.00%	Secured Debt (12)	(8)	—	—	63	697	10	—	707
	15.46%	SF+	8.00%	2.00%	Secured Debt	(8)	—	—	476	3,430	177	—	3,607
	17.46%	SF+	10.00%	2.00%	Secured Debt	(8)	—	—	521	3,430	177	—	3,607
					Warrants	(8)	—	569	—	2,091	569	—	2,660
Johnson Downie Opco, LLC					Secured Debt (12)	(8)	—	(3)	12	—	3	3	—
	15.00%				Secured Debt	(8)	—	(29)	1,829	24,207	29	2,729	21,507
					Preferred Equity	(8)	—	3,450	469	9,620	3,450	—	13,070
Nebraska Vet AcquireCo, LLC	12.48%	SF+	7.00%		Secured Debt (12)	(5)	—	8	19	—	1,250	—	1,250
					Secured Debt	(5)	—	(121)	1,205	25,794	—	25,794	—
					Secured Debt	(5)	—	(43)	454	10,500	—	10,500	—
					Preferred Member Units	(5)	—	4,390	474	15,020	4,390	—	19,410
	12.50%				Secured Debt	(5)	—	140	1,425	—	62,200	—	62,200
					Secured Debt	(5)	—	198	108	—	—	—	—
OnAsset Intelligence, Inc.	12.00%			12.00%	Secured Debt	(8)	—	(110)	—	326	—	111	215
	12.00%			12.00%	Secured Debt	(8)	—	(113)	—	332	—	112	220
	12.00%			12.00%	Secured Debt	(8)	—	(243)	—	716	—	243	473
	12.00%			12.00%	Secured Debt	(8)	—	(506)	—	1,493	—	506	987
	10.00%			10.00%	Unsecured Debt	(8)	—	—	—	305	—	—	305
	7.00%			7.00%	Preferred Stock	(8)	—	—	—	—	—	—	—
					Common Stock	(8)	—	—	—	—	—	—	—
					Warrants	(8)	—	—	—	—	—	—	—
Oneliance, LLC		SF+	10.00%		Secured Debt	(7)	—	—	—	—	—	—	—
	15.48%	SF+	10.00%		Secured Debt	(7)	—	83	438	5,350	90	240	5,200
					Preferred Stock	(7)	—	522	—	1,128	522	—	1,650
Quality Lease Service, LLC					Preferred Member Units	(8)	(2,505)	2,500	—	—	2,500	2,500	—
SI East, LLC	11.75%				Secured Debt (12)	(7)	—	(2)	121	1,125	2,252	1,127	2,250
					Secured Debt	(7)	—	(241)	2,599	54,536	—	54,536	—
	12.62%				Secured Debt	(7)	—	58	1,464	—	67,661	—	67,661
					Preferred Member Units	(7)	—	(1,480)	1,858	19,170	—	1,480	17,690
Slick Innovations, LLC	14.00%				Secured Debt	(6)	—	86	1,231	11,440	7,600	960	18,080
					Common Stock	(6)	—	26	234	2,310	26	456	1,880
Student Resource Center, LLC	8.50%			8.50%	Secured Debt	(6)	—	(1,546)	—	3,190	—	1,546	1,644
					Preferred Equity	(6)	—	—	—	—	—	—	—
Superior Rigging & Erecting Co.					Secured Debt	(7)	—	—	1,193	20,427	73	20,500	—
					Preferred Member Units	(7)	—	490	—	5,940	490	—	6,430
The Affiliati Network, LLC					Secured Debt (12)	(9)	—	—	9	150	642	800	(8)
	10.00%				Secured Debt	(9)	—	—	440	7,347	14	1,200	6,161
Table of contents	Schedule 12-14
---	---

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

June 30, 2024

(dollars in thousands)

(Unaudited)

Company	Total Rate	PIK Rate	Type of Investment (1) (10) (11)	Geography	Amount of<br>Realized<br>Gain/(Loss)		Amount of<br>Unrealized<br>Gain/(Loss)		Amount of<br>Interest,<br>Fees or<br>Dividends<br>Credited to<br>Income (2)		December 31,<br>2023 Fair Value (13)		Gross<br>Additions (3)		Gross<br>Reductions (4)		June 30,<br>2024 Fair Value (13)
			Preferred Stock	(9)	—		—		53		6,400		—		—		6,400
			Preferred Stock	(9)	—		—		—		172		64		—		236
UnionRock Energy Fund II, LP			LP Interests (12)	(9)	—		197		—		5,694		198		168		5,724
UnionRock Energy Fund III, LP			LP Interests (12)	(9)	—		994		—		2,838		3,494		—		6,332
UniTek Global Services, Inc.	15.00%	15.00%	Secured Convertible Debt	(6)	—		—		132		3,889		132		—		4,021
	15.00%	15.00%	Secured Convertible Debt	(6)	—		—		65		1,908		64		—		1,972
	20.00%	20.00%	Preferred Stock	(6)	—		(224)		270		2,833		271		224		2,880
	20.00%	20.00%	Preferred Stock	(6)	—		140		—		3,698		140		—		3,838
	19.00%	19.00%	Preferred Stock	(6)	—		—		—		—		—		—		—
	13.50%	13.50%	Preferred Stock	(6)	—		—		—		—		—		—		—
			Common Stock	(6)	—		—		—		—		—		—		—
Universal Wellhead Services Holdings, LLC	14.00%	14.00%	Preferred Member Units	(8)	—		(150)		—		150		—		150		—
			Member Units	(8)	—		—		—		—		—		—		—
Urgent DSO LLC	13.50%		Secured Debt	(5)	—		—		631		—		8,718		—		8,718
	9.00%	9.00%	Preferred Equity	(5)	—		—		136		—		4,136		—		4,136
World Micro Holdings, LLC	13.00%		Secured Debt	(7)	—		—		778		12,028		12		—		12,040
			Preferred Equity	(7)	—		—		—		3,845		—		—		3,845
Other					—		—		—		—		—		—		—
Amounts related to investments transferred to or from other 1940 Act classification during the period					—		(4,370)		(2,811)		(60,384)		—		—		—
Total Affiliate investments					$	753	$	15,428	$	40,928	$	615,002	$	287,347	$	209,969	$	752,764

____________________

(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the Consolidated Schedule of Investments included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts related to investments transferred from other 1940 Act classifications during the period.”

(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

Table of contents	Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

June 30, 2024

(dollars in thousands)

(Unaudited)

(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2024 for control investments located in this region was $514,812. This represented 20.0% of net assets as of June 30, 2024. The fair value as of June 30, 2024 for affiliate investments located in this region was $199,928. This represented 7.8% of net assets as of June 30, 2024.

(6)Portfolio company located in the Northeast region and Canada as determined by location of the corporate headquarters. The fair value as of June 30, 2024 for control investments located in this region was $294,943. This represented 11.4% of net assets as of June 30, 2024. The fair value as of June 30, 2024 for affiliate investments located in this region was $80,600. This represented 3.1% of net assets as of June 30, 2024.

(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of June 30, 2024 for control investments located in this region was $49,880. This represented 1.9% of net assets as of June 30, 2024. The fair value as of June 30, 2024 for affiliate investments located in this region was $171,957. This represented 6.7% of net assets as of June 30, 2024.

(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2024 for control investments located in this region was $826,500. This represented 32.0% of net assets as of June 30, 2024. The fair value as of June 30, 2024 for affiliate investments located in this region was $153,574. This represented 6.0% of net assets as of June 30, 2024.

(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of June 30, 2024 for control investments located in this region was $389,294. This represented 15.1% of net assets as of June 30, 2024. The fair value as of June 30, 2024 for affiliate investments located in this region was $146,705. This represented 5.7% of net assets as of June 30, 2024.

(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.

(dollars in thousands)

(Unaudited)

Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment (1)(10)(11)	Geography	Amount of<br>Realized<br>Gain/(Loss)		Amount of<br>Unrealized<br>Gain/(Loss)		Amount of<br>Interest,<br>Fees or<br>Dividends<br>Credited to<br>Income (2)		December 31,<br>2022<br>Fair Value (13)		Gross<br>Additions (3)		Gross<br>Reductions (4)		June 30, 2023<br>Fair Value (13)
	13.00%				Secured Debt	(9)	—		(129)		607		9,442		15		729		8,728
					Preferred Stock	(9)	—		—		80		6,400		—		—		6,400
UnionRock Energy Fund II, LP					LP Interests (12)	(9)	—		(964)		25		5,855		531		1,162		5,224
UniTek Global Services, Inc.		SF+	7.50%		Secured Debt	(6)	—		22		(2)		382		25		407		—
		SF+	7.50%		Secured Debt	(6)	—		96		282		1,712		112		1,824		—
	15.00%			15.00%	Secured Convertible Debt	(6)	—		1,380		187		4,592		1,567		—		6,159
	20.00%			20.00%	Preferred Stock	(6)	—		(221)		221		2,833		221		221		2,833
	20.00%			20.00%	Preferred Stock	(6)	—		1,668		—		1,991		1,668		—		3,659
	19.00%			19.00%	Preferred Stock	(6)	—		—		—		—		—		—		—
	13.50%			13.50%	Preferred Stock	(6)	—		—		—		—		—		—		—
					Common Stock	(6)	—		—		—		—		—		—		—
Universal Wellhead Services Holdings, LLC	14.00%			14.00%	Preferred Member Units	(8)	—		—		—		220		—		—		220
					Member Units	(8)	—		—		—		—		—		—		—
World Micro Holdings, LLC	13.00%				Secured Debt	(7)	—		—		948		14,140		14		—		14,154
					Preferred Equity	(7)	—		—		139		3,845		—		—		3,845
Other							—		—		—		—		—		—		—
Amounts related to investments transferred to or from other 1940 Act classification during the period							—		—		171		14,914		—		—		—
Total Affiliate investments							$	(16,267)	$	21,672	$	38,455	$	618,359	$	175,201	$	215,521	$	563,125

________________

Table of contents Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

June 30, 2023

(dollars in thousands)

(Unaudited)

(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2023 for control investments located in this region was $453,692. This represented 20.1% of net assets as of June 30, 2023. The fair value as of June 30, 2023 for affiliate investments located in this region was $78,205. This represented 3.5% of net assets as of June 30, 2023.

(6)Portfolio company located in the Northeast region and Canada as determined by location of the corporate headquarters. The fair value as of June 30, 2023 for control investments located in this region was $283,469. This represented 12.6% of net assets as of June 30, 2023. The fair value as of June 30, 2023 for affiliate investments located in this region was $102,097. This represented 4.5% of net assets as of June 30, 2023.

(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of June 30, 2023 for control investments located in this region was $51,394. This represented 2.3% of net assets as of June 30, 2023. The fair value as of June 30, 2023 for affiliate investments located in this region was $172,637. This represented 7.7% of net assets as of June 30, 2023.

(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2023 for control investments located in this region was $655,449. This represented 29.1% of net assets as of June 30, 2023. The fair value as of June 30, 2023 for affiliate investments located in this region was $79,676. This represented 3.5% of net assets as of June 30, 2023.

(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of June 30, 2023 for control investments located in this region was $439,695. This represented 19.5% of net assets as of June 30, 2023. The fair value as of June 30, 2023 for affiliate investments located in this region was $130,510. This represented 5.8% of net assets as of June 30, 2023.

(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.

(12)Investment has an unfunded commitment as of June 30, 2023 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

(13)Negative fair value is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

Table of contents

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations and which relate to future events or our future performance or financial condition. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including, without limitation the factors referenced in Item 1A entitled “Risk Factors” below in this Quarterly Report on Form 10-Q, if any, and discussed in Item 1A entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 23, 2024 and elsewhere in this Quarterly Report on Form 10-Q and our other SEC filings. Other factors that could cause actual results to differ materially include changes in the economy and future changes in laws or regulations and conditions in our operating areas.

We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements, unless we are required to do so by applicable law. However, you are advised to refer to any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent periodic and current reports.

This discussion should be read in conjunction with our consolidated financial statements as of December 31, 2023, and for the year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

ORGANIZATION

Table of contents

investment management activities for External Parties, it is accounted for as a portfolio investment of Main Street and is not included as a consolidated subsidiary in Main Street’s consolidated financial statements.

OVERVIEW OF OUR BUSINESS

Our principal investment objective is to maximize our portfolio’s total return by generating current income from our debt investments and current income and capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. We seek to achieve our investment objective through our LMM and Private Loan (as defined below) investment strategies. Our LMM investment strategy involves investments in companies that generally have annual revenues between $10 million and $150 million and our LMM portfolio investments generally range in size from $5 million to $100 million. Our private loan (“Private Loan”) investment strategy involves investments in companies that are generally consistent with the size of the companies in our LMM and Middle Market investment strategies, and our Private Loan investments generally range in size from $10 million to $100 million. Our Middle Market investment strategy involves investments in companies that are generally larger in size than our LMM companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $25 million.

We seek to fill the financing gap for LMM businesses, which, historically, have had limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participation. Our ability to invest across a company’s capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a “one-stop” financing solution. Providing customized, “one-stop” financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date.

Private Loan investments primarily consist of debt securities that have primarily been originated directly by us or, to a lesser extent, through our strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. Our Private Loan investments are typically made to a company owned by or in the process of being acquired by a private equity sponsor. Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. We may also co-invest with the private equity sponsors in the equity securities of our Private Loan portfolio companies.

Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio and that were issued through a syndicated process. Our Middle Market portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date. Over the last few years, we have been de-emphasizing this strategy and expect to continue to do so in the future.

Our other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for our LMM, Private Loan or Middle Market portfolio investments, including investments which may

Table of contents

be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

Subject to changes in our cash and overall liquidity, our Investment Portfolio (as defined below) may also include short-term portfolio investments that are atypical of our LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital. These assets are typically expected to be liquidated in one year or less and are not expected to be a significant portion of the overall Investment Portfolio. The “Investment Portfolio,” as used herein, refers to all of our investments in LMM companies (including both our LMM and Private Loan portfolio investments) and investments in Middle Market companies (including both our Private Loan and Middle Market portfolio investments), Other Portfolio investments, short-term portfolio investments and our investment in the External Investment Manager.

Our external asset management business is conducted through the External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed.

Our portfolio investments are generally made through MSCC, the Taxable Subsidiaries, the Funds and the Structured Subsidiaries. MSCC, the Taxable Subsidiaries, the Funds and the Structured Subsidiaries share the same investment strategies and criteria, although they are subject to different regulatory regimes. An investor’s return in MSCC will depend, in part, on the Taxable Subsidiaries’, the Funds’ and the Structured Subsidiaries’ investment returns as they are wholly-owned subsidiaries of MSCC.

The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

Because we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals. We believe that our internally managed structure provides us with a better alignment of interests between our management team and our employees and our shareholders and a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio and our External Investment Manager’s asset management business (as defined below). The ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.3% and 1.4% for the trailing twelve months ended June 30, 2024 and 2023, respectively, and 1.3% for the year ended December 31, 2023. The ratio of our total operating expenses, including interest expense, as a percentage of our quarterly average total assets was 3.6% and 3.7% for the trailing twelve months ended June 30, 2024 and 2023, respectively, and 3.7% for the year ended December 31, 2023. Our ratio of expenses as a percentage of our average net asset value is described in greater detail in Note F – Financial Highlights to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

The External Investment Manager serves as the investment adviser and administrator to MSC Income Fund, Inc. (“MSC Income”) pursuant to an Investment Advisory and Administrative Services Agreement entered into in October 2020 between the External Investment Manager and MSC Income (the “Advisory Agreement”). Under the Advisory Agreement, the External Investment Manager earns a 1.75% annual base management fee on MSC Income’s average total assets, an incentive fee equal to 20% of pre-investment fee net investment income above a specified investment return hurdle rate and a 20% incentive fee on cumulative net realized capital gains in exchange for providing advisory services to MSC Income.

Additionally, the External Investment Manager has entered into investment management agreements with MS Private Loan Fund I, LP (the “Private Loan Fund”) and MS Private Loan Fund II, LP (the “Private Loan Fund II”), each a private investment fund with a strategy to co-invest with Main Street in Private Loan portfolio investments, pursuant to which the External Investment Manager provides investment advisory and management services to each fund in exchange

Table of contents

for an asset-based fee and certain incentive fees. The External Investment Manager may also advise other clients, including funds and separately managed accounts, pursuant to advisory and services agreements with such clients in exchange for asset-based and incentive fees.

The External Investment Manager earns management fees based on the assets of the funds and accounts under management and may earn incentive fees, or a carried interest, based on the performance of the funds and accounts managed. For the three months ended June 30, 2024 and 2023, the External Investment Manager earned $5.9 million and $5.5 million in base management fees, respectively, $4.1 million and $3.7 million in incentive fees, respectively, and $0.2 million of administrative service fee income for each of the three months ended June 30, 2024 and 2023. For the six months ended June 30, 2024 and 2023, the External Investment Manager earned $11.6 million and $11.0 million in base management fees, respectively, $8.0 million and $7.0 million in incentive fees, respectively, and $0.3 million of administrative service fee income for each of the six months ended June 30, 2024 and 2023.

We have entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income and its other clients. Through this agreement, we share employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities, and we allocate the related expenses to the External Investment Manager pursuant to the sharing agreement. Our total expenses for the three months ended June 30, 2024 and 2023 are net of expenses allocated to the External Investment Manager of $5.9 million and $5.7 million, respectively. Our total expenses for the six months ended June 30, 2024 and 2023 are net of expenses allocated to the External Investment Manager of $11.4 million and $10.7 million, respectively.

The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended June 30, 2024 and 2023, dividends accrued by us from the External Investment Manager were $3.3 million and $2.9 million, respectively. For the three months ended June 30, 2024 and 2023, the total contribution of the External Investment Manager to our net investment income was $9.2 million and $8.5 million, respectively. For the six months ended June 30, 2024 and 2023, dividends accrued by us from the External Investment Manager were $6.3 million and $5.9 million, respectively. For the six months ended June 30, 2024 and 2023, the total contribution of the External Investment Manager to our net investment income was $17.8 million and $16.6 million, respectively.

We have received an exemptive order from the SEC permitting co-investments among us, MSC Income and other funds and clients advised by the External Investment Manager in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made co-investments with, and in the future intend to continue to make co-investments with MSC Income, the Private Loan Fund, the Private Loan Fund II and other funds and clients advised by the External Investment Manager, in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for us and the External Investment Manager’s advised clients, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the External Investment Manager may receive performance-based fee compensation from funds and clients advised by the External Investment Manager, this may provide the Company and the External Investment Manager an incentive to allocate opportunities to other participating funds and clients instead of us. However, both we and the External Investment Manager have policies and procedures in place to manage this conflict, including oversight by the independent members of our Board of Directors. In addition to the co-investment program described above, we also co-invest in syndicated deals and other transactions where price is the only negotiated point by us and our affiliates.

Table of contents

INVESTMENT PORTFOLIO SUMMARY

The following tables provide a summary of our investments in the LMM, Private Loan and Middle Market portfolios as of June 30, 2024 and December 31, 2023 (this information excludes Other Portfolio investments and the External Investment Manager which are discussed further below).

	As of June 30, 2024
	LMM (a)			Private Loan			Middle Market
	(dollars in millions)
Number of portfolio companies	83			92			19
Fair value	$	2,440.0		$	1,747.5		$	184.0
Cost	$	1,920.9		$	1,768.0		$	220.6
Debt investments as a % of portfolio (at cost)	72.6		%	95.4		%	88.3		%
Equity investments as a % of portfolio (at cost)	27.4		%	4.6		%	11.7		%
% of debt investments at cost secured by first priority lien	99.2		%	99.9		%	98.6		%
Weighted-average annual effective yield (b)	13.0		%	12.8		%	13.0		%
Average EBITDA (c)	$	9.3		$	32.3		$	57.7

____________________

(a)At June 30, 2024, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 39%.

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of June 30, 2024, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on our debt portfolio as of June 30, 2024 including debt investments on non-accrual status was 12.5% for our LMM portfolio, 12.4% for our Private Loan portfolio and 11.0% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including four LMM portfolio companies, four Private Loan portfolio companies and three Middle Market portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

	As of December 31, 2023
	LMM (a)			Private Loan			Middle Market
	(dollars in millions)
Number of portfolio companies	80			87			23
Fair value	$	2,273.0		$	1,453.5		$	243.7
Cost	$	1,782.9		$	1,470.1		$	294.4
Debt investments as a % of portfolio (at cost)	72.0		%	94.7		%	91.4		%
Equity investments as a % of portfolio (at cost)	28.0		%	5.3		%	8.6		%
% of debt investments at cost secured by first priority lien	99.2		%	100.0		%	99.1		%
Weighted-average annual effective yield (b)	13.0		%	12.9		%	12.5		%
Average EBITDA (c)	$	8.2		$	27.2		$	64.2

____________________

(a)At December 31, 2023, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 40%.

Table of contents

debt investments on non-accrual status was 12.9% for our LMM portfolio, 12.5% for our Private Loan portfolio and 10.8% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies and two Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

For the three months ended June 30, 2024 and 2023, we achieved an annualized total return on investments of 15.7% and 16.7%, respectively. For the six months ended June 30, 2024 and 2023, we achieved an annualized total return on investments of 16.2% and 15.1%, respectively. For the year ended December 31, 2023, we achieved a total return on investments of 16.3%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

As of June 30, 2024, we had Other Portfolio investments in 14 entities, collectively totaling $179.5 million in fair value and $175.0 million in cost basis and which comprised 3.8% and 4.3% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2023, we had Other Portfolio investments in 15 entities, collectively totaling $142.0 million in fair value and $149.1 million in cost basis and which comprised 3.3% and 4.0% of our Investment Portfolio at fair value and cost, respectively.

As previously discussed, the External Investment Manager is a wholly-owned subsidiary that is treated as a portfolio investment. As of June 30, 2024, this investment had a fair value of $186.6 million and a cost basis of $29.5 million, which comprised 3.9% and 0.7% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2023, this investment had a fair value of $174.1 million and a cost basis of $29.5 million, which comprised 4.1% and 0.8% of our Investment Portfolio at fair value and cost, respectively.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on our current and future financial condition and results of operations.

Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board of Directors. Our critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. Our significant accounting policies are described in greater detail in Note B — Summary of Significant Accounting Policies to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Investment Portfolio Valuation

The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both June 30, 2024 and December 31, 2023, our Investment Portfolio valued at fair value represented 96% of our total assets. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants

Table of contents

are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a detailed discussion of our Investment Portfolio valuation process and procedures.

Due to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.

Rule 2a-5 under the 1940 Act permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Our Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of our executive officers to serve as the Board of Directors’ valuation designee. We believe our Investment Portfolio as of June 30, 2024 and December 31, 2023 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.

Revenue Recognition

Interest and Dividend Income

We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. We evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service its debt obligation, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt obligation, or if a loan or debt security is sold or written off, we remove it from non-accrual status.

Fee Income

We may periodically provide services, including structuring and advisory services to our portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are generally deferred and accreted into income over the life of the financing.

Payment-in-Kind (“PIK”) Interest and Cumulative Dividends

We hold certain debt and preferred equity instruments in our Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.10. — Summary of Significant Accounting Policies — Income Taxes included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended June 30, 2024 and 2023, 3.7% and 1.8%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash. For the three months ended June 30, 2024 and 2023, 0.5% and 0.2%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash. For the six months ended June 30, 2024 and 2023, 3.5% and 2.1%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash. For the six months ended June 30, 2024 and 2023, 0.4% and 0.3% of our total investment income was attributable to cumulative dividend income not paid currently in cash.

Table of contents

INVESTMENT PORTFOLIO COMPOSITION

The following tables summarize the composition of our total combined LMM, Private Loan and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM, Private Loan and Middle Market portfolio investments as of June 30, 2024 and December 31, 2023 (this information excludes Other Portfolio investments and the External Investment Manager).

Cost:	June 30, 2024		December 31, 2023
First lien debt	83.5	%	82.7	%
Equity	15.9		16.8
Second lien debt	0.1		0.1
Equity warrants	0.3		0.2
Other	0.2		0.2
	100.0	%	100.0	%	Fair Value:	June 30, 2024	December 31, 2023
---	---	---	---	---
First lien debt	72.4	%	71.6	%
Equity	27.0		27.8
Second lien debt	0.2		0.2
Equity warrants	0.2		0.2
Other	0.2		0.2
	100.0	%	100.0	%

Our LMM, Private Loan and Middle Market portfolio investments carry a number of risks including: (1) investing in companies which may have limited operating histories and financial resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and (3) other risks common to investing in below investment-grade debt and equity investments in our Investment Portfolio. Please see Item 1A. Risk Factors — Risks Related to our Investments contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a more complete discussion of the risks involved with investing in our Investment Portfolio.

PORTFOLIO ASSET QUALITY

We utilize an internally developed investment rating system to rate the performance of each LMM, Private Loan and Middle Market portfolio company and to monitor our expected level of returns on each of our LMM, Private Loan and Middle Market investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including, but not limited to, each investment’s expected level of returns, the collectability of our debt investments and the ability to receive a return of the invested capital in our equity investments, comparisons to competitors and other industry participants, the portfolio company’s future outlook and other factors that are deemed to be significant to the portfolio company.

As of June 30, 2024, investments on non-accrual status comprised 1.2% of our total Investment Portfolio at fair value and 3.6% at cost. As of December 31, 2023, investments on non-accrual status comprised 0.6% of our total Investment Portfolio at fair value and 2.3% at cost.

The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In periods during which the United States economy contracts, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements, to an increase in defaults on our debt investments or in realized losses on our investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by future economic cycles or other conditions, which could also have a negative impact on our future results.

Table of contents

DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

Comparison of the three months ended June 30, 2024 and 2023

Set forth below is a comparison of the results of operations, and a reconciliation of net investment income to distributable net investment income, for the three months ended June 30, 2024 and 2023.

	Three Months Ended<br>June 30,				Net Change
	2024		2023		Amount		%
	(dollars in thousands)
Total investment income	$	132,154	$	127,583	$	4,571	4	%
Total expenses	(44,854)		(41,855)		(2,999)		7	%
Net investment income	87,300		85,728		1,572		2	%
Net realized gain (loss) from investments	3,414		(75,506)		78,920		NM
Net unrealized appreciation from investments	23,044		104,941		(81,897)		NM
Income tax provision	(11,070)		(8,647)		(2,423)		28	%
Net increase in net assets resulting from operations	$	102,688	$	106,516	$	(3,828)	(4)	%
	Three Months Ended<br>June 30,				Net Change
---	---	---	---	---	---	---	---	---
	2024		2023		Amount		%
	(dollars in thousands, except per share amounts)
Net investment income	$	87,300	$	85,728	$	1,572	2	%
Share‑based compensation expense	4,883		4,087		796		19	%
Deferred compensation expense	103		513		(410)		(80)	%
Distributable net investment income (a)	$	92,286	$	90,328	$	1,958	2	%
Net investment income per share—Basic and diluted	$	1.01	$	1.06	$	(0.05)	(5)	%
Distributable net investment income per share—Basic and diluted (a)	$	1.07	$	1.12	$	(0.05)	(4)	%

____________________

NM — Net Change % not meaningful

(a)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impacts of share-based compensation expense and deferred compensation expense or benefit. We believe presenting distributable net investment income and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since share-based compensation does not require settlement in cash and deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement for net investment income or other earnings measures presented in accordance with U.S. GAAP and should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is detailed in the table above.

Table of contents

Investment Income

Total investment income for the three months ended June 30, 2024 was $132.2 million, a 4% increase from the $127.6 million of total investment income for the corresponding period of 2023. The following table provides a summary of the changes in the comparable period activity.

	Three Months Ended<br>June 30,				Net Change
	2024		2023		Amount		%
	(dollars in thousands)
Interest income	$	100,031	$	97,273	$	2,758	3	%	(a)
Dividend income	26,688		25,599		1,089		4	%	(b)
Fee income	5,435		4,711		724		15	%	(c)
Total investment income	$	132,154	$	127,583	$	4,571	4	%	(d)

____________________

(a)The increase in interest income was primarily due to (i) higher average levels of income producing Investment Portfolio debt investments and (ii) an increase in interest rates on floating rate Investment Portfolio debt investments primarily resulting from increases in benchmark index rates, partially offset by an increase in non-accrual investments.

(b)The increase in dividend income from Investment Portfolio equity investments was primarily a result of (i) an increase of $1.0 million in dividend income from certain of our LMM portfolio companies and (ii) an increase of $0.5 million in dividend income from the External Investment Manager, partially offset by a decrease of $0.5 million in dividend income from certain of our Private Loan portfolio companies. The increase includes a $1.6 million decrease in dividend income considered less consistent or non-recurring.

(c)The increase in fee income was primarily related to a $0.7 million increase in fees related to increased investment activity.

(d)The increase in total investment income includes a net reduction of $1.6 million in certain income considered less consistent or non-recurring, as described above.

Expenses

Total expenses for the three months ended June 30, 2024 were $44.9 million, a 7% increase from the $41.9 million in the corresponding period of 2023. The following table provides a summary of the changes in the comparable period activity.

	Three Months Ended<br>June 30,				Net Change
	2024		2023		Amount		%
	(dollars in thousands)
Cash compensation	$	11,219	$	11,675	$	(456)	(4)	%	(a)
Deferred compensation plan expense	103		513		(410)		80	%
Compensation	11,322		12,188		(866)		(7)	%
General and administrative	5,375		4,514		861		19	%	(b)
Interest	29,161		26,754		2,407		9	%	(c)
Share-based compensation	4,883		4,087		796		19	%	(d)
Gross expenses	50,741		47,543		3,198		7	%
Expenses allocated to the External Investment Manager	(5,887)		(5,688)		(199)		3	%
Total expenses	$	44,854	$	41,855	$	2,999	7	%

____________________

(a)The decrease in cash compensation expense was primarily related to decreased incentive compensation accruals, partially offset by (i) increased headcount to support our growing Investment Portfolio and asset management activities and (ii) increased base compensation rates.

Table of contents

(b)The increase in general and administrative expense was primarily attributable to an increase in business development activities and professional fees.

(c)The increase in interest expense was primarily related to (i) an increased weighted average interest rate on our debt obligations resulting from the issuance of the March 2029 Notes and the June 2027 Notes, combined with the repayment of the May 2024 Notes (each as defined in the Liquidity and Capital Resources section below) and (ii) an increased average interest rate on our floating rate multi-year revolving credit facility (the “Corporate Facility”) and special purpose vehicle revolving credit facility (the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”) due to increases in benchmark index rates.

(d)Share-based compensation increased $0.8 million in the second quarter of 2024 from the comparable period of the prior year, principally attributable to an increase in incentive based grants related to incentive compensation awards issued in April 2024.

Net Investment Income

Net investment income for the three months ended June 30, 2024 increased 2% to $87.3 million, or $1.01 per share, compared to net investment income of $85.7 million, or $1.06 per share, in the corresponding period of 2023. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by higher operating expenses, both as discussed above. The decrease in net investment income per share also reflects the impact of the increase in weighted average shares outstanding for the three months ended June 30, 2024, primarily due to shares issued since the beginning of the prior year through our (i) at-the-market program (“ATM Program”), (ii) dividend reinvestment plan and (iii) equity incentive plans. The decrease in net investment income on a per share basis includes a $0.02 per share decrease in investment income considered less consistent or non-recurring in nature.

Distributable Net Investment Income

Distributable net investment income for the three months ended June 30, 2024 increased 2% to $92.3 million, or $1.07 per share, compared with $90.3 million, or $1.12 per share, in the corresponding period of 2023. The increase in distributable net investment income was primarily due to the increased level of total investment income, partially offset by higher operating expenses, excluding the impact of share-based compensation expense and deferred compensation expense, both as discussed above. The decrease in distributable net investment income per share reflects the impact of the increase in weighted average shares outstanding for the three months ended June 30, 2024, as discussed above. The decrease in distributable net investment income on a per share basis includes a $0.02 per share decrease in investment income considered less consistent or non-recurring in nature.

Net Realized Gain (Loss) from Investments

The following table provides a summary of the primary components of the total net realized gain on investments of $3.4 million for the three months ended June 30, 2024.

	Three Months Ended June 30, 2024
	Full Exits			Partial Exits			Restructures			Other (a)		Total
	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		Net Gain/(Loss)
	(dollars in thousands)
LMM portfolio	$	(2,502)	1	$	10,365	1	$	—	—	$	(407)	$	7,456
Private Loan portfolio	—		—	—		—	—		—	73		73
Middle Market portfolio	—		—	(4,436)		1	—		—	—		(4,436)
Other Portfolio	—		—	—		—	—		—	179		179
Short-term portfolio	—		—	—		—	—		—	142		142
Total net realized gain/(loss)	$	(2,502)	1	$	5,929	2	$	—	—	$	(13)	$	3,414

____________________

(a)Other activity includes realized gains and losses from transactions involving 16 portfolio companies which are not considered to be significant individually or in the aggregate.

Table of contents

Net Unrealized Appreciation (Depreciation)

The following table provides a summary of the total net unrealized appreciation of $23.0 million for the three months ended June 30, 2024.

	Three Months Ended June 30, 2024
	LMM (a)		Private<br>Loan		Middle<br>Market		Other			Total
	(dollars in thousands)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period	$	(8,711)	$	(610)	$	4,853	$	(315)		$	(4,783)
Net unrealized appreciation (depreciation) relating to portfolio investments	16,596		(1,127)		4,787		7,571		(b)	27,827
Total net unrealized appreciation (depreciation) relating to portfolio investments	$	7,885	$	(1,737)	$	9,640	$	7,256		$	23,044

____________________

(a)Includes unrealized appreciation on 33 LMM portfolio investments and unrealized depreciation on 26 LMM portfolio investments.

(b)Includes (i) $6.1 million of net unrealized appreciation related to the Other Portfolio, (ii) $1.3 million of unrealized appreciation related to the External Investment Manager and (iii) $0.1 million of net unrealized appreciation related to the assets of the deferred compensation plan.

Income Tax Provision

The income tax provision for the three months ended June 30, 2024 of $11.1 million principally consisted of (i) a deferred tax provision of $9.5 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences and (ii) a current tax provision of $1.6 million, related to a $1.3 million provision for current U.S. federal and state income taxes and a $0.3 million provision for excise tax on our estimated undistributed taxable income.

The income tax provision for the three months ended June 30, 2023 of $8.6 million principally consisted of (i) a deferred tax provision of $7.0 million and (ii) a current tax provision of $1.6 million primarily related to a $1.1 million provision for excise tax on our estimated undistributed taxable income and a $0.5 million provision for current U.S. federal and state income taxes.

Net Increase in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the three months ended June 30, 2024 was $102.7 million, or $1.19 per share, compared with $106.5 million, or $1.32 per share, during the three months ended June 30, 2023. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023.

Table of contents

Comparison of the six months ended June 30, 2024 and 2023

Set forth below is a comparison of the results of operations, and a reconciliation of net investment income to distributable net investment income, for the six months ended June 30, 2024 and 2023.

	Six Months Ended<br>June 30,				Net Change
	2024		2023		Amount		%
	(dollars in thousands)
Total investment income	$	263,759	$	247,838	$	15,921	6	%
Total expenses	(86,653)		(81,144)		(5,509)		7	%
Net investment income	177,106		166,694		10,412		6	%
Net realized loss from investments	(8,954)		(103,886)		94,932		NM
Net unrealized appreciation from investments	63,693		140,059		(76,366)		NM
Income tax provision	(22,010)		(16,760)		(5,250)		31	%
Net increase in net assets resulting from operations	$	209,835	$	186,107	$	23,728	13	%	Six Months Ended<br>June 30,	Net Change
---	---	---	---	---	---	---	---	---
	2024		2023		Amount		%
	(dollars in thousands, except per share amounts)
Net investment income	$	177,106	$	166,694	$	10,412	6	%
Share‑based compensation expense	8,986		8,187		799		10	%
Deferred compensation expense	565		889		(324)		(36)	%
Distributable net investment income (a)	$	186,657	$	175,770	$	10,887	6	%
Net investment income per share—Basic and diluted	$	2.07	$	2.08	$	(0.01)	—	%
Distributable net investment income per share—Basic and diluted (a)	$	2.18	$	2.19	$	(0.01)	—	%

____________________

NM Net change % not meaningful

Table of contents

Investment Income

Total investment income for the six months ended June 30, 2024 was $263.8 million, a 6% increase from the $247.8 million of total investment income for the corresponding period of 2023. The following table provides a summary of the changes in the comparable period activity.

	Six Months Ended<br>June 30,				Net Change
	2024		2023		Amount		%
	(dollars in thousands)
Interest income	$	200,136	$	190,666	$	9,470	5	%	(a)
Dividend income	49,479		49,821		(342)		(1)	%
Fee income	14,144		7,351		6,793		92	%	(b)
Total investment income	$	263,759	$	247,838	$	15,921	6	%	(c)

____________________

(b)The increase in fee income was primarily related to (i) a $3.7 million increase from refinancing and prepayment of debt investments and (ii) a $2.9 million increase in fees related to increased investment activity.

(c)The increase in total investment income includes a net reduction of $3.4 million in the impact of certain income considered less consistent or non-recurring, including a $6.8 million decrease in such dividend income, partially offset by a $3.4 million increase in accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments.

Expenses

Total expenses for the six months ended June 30, 2024 were $86.7 million, a 7% increase from the $81.1 million in the corresponding period of 2023. The following table provides a summary of the changes in the comparable period activity.

	Six Months Ended<br>June 30,				Net Change
	2024		2023		Amount		%
	(dollars in thousands)
Cash compensation	$	23,016	$	22,411	$	605	3	%	(a)
Deferred compensation plan expense	565		889		(324)		(36)	%
Compensation	23,581		23,300		281		1	%
General and administrative	9,595		8,591		1,004		12	%	(b)
Interest	55,937		51,752		4,185		8	%	(c)
Share-based compensation	8,986		8,187		799		10	%	(d)
Gross expenses	98,099		91,830		6,269		7	%
Expenses allocated to the External Investment Manager	(11,446)		(10,686)		(760)		7	%
Total expenses	$	86,653	$	81,144	$	5,509	7	%

____________________

(a)The increase in compensation expense was primarily related to (i) increased headcount and (ii) increased base compensation rates.

(b)The increase in general and administrative expense was primarily attributable to an increase in business development activities, professional fees and technology costs.

(c)The increase in interest expense is primarily related to (i) an increased weighted average interest rate on our debt obligations resulting from the issuance of the March 2029 Notes and the June 2027 Notes, combined with the

Table of contents

repayment of the May 2024 Notes (each as defined in the Liquidity and Capital Resources section below) and (ii) an increased average interest rate on our Credit Facilities due to increases in benchmark index rates.

(d)The increase in share-based compensation increased $0.8 million in the six months ended June 30, 2024 from the comparable period of the prior year, principally attributable to an increase in incentive based grants related to incentive compensation awards in April 2024.

Net Investment Income

Net investment income for the six months ended June 30, 2024 increased 6% to $177.1 million, or $2.07 per share, compared to net investment income of $166.7 million, or $2.08 per share, for the corresponding period of 2023. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by higher operating expenses, both as discussed above. The decrease in net investment income per share reflects these changes and the impact of the increase in weighted average shares outstanding for the six months ended June 30, 2024, primarily due to shares issued through our (i) ATM Program, (ii) dividend reinvestment plan and (iii) equity incentive plans, in each case over the last twelve months. The decrease in net investment income on a per share basis includes a $0.05 per share decrease in investment income considered less consistent or non-recurring in nature.

Distributable Net Investment Income

Distributable net investment income for the six months ended June 30, 2024 increased 6% to $186.7 million, or $2.18 per share, compared with $175.8 million, or $2.19 per share, in the corresponding period of 2023. The increase in distributable net investment income was primarily due to the increased level of total investment income, partially offset by higher operating expenses, excluding the impact of share-based compensation expense and deferred compensation expense (benefit), both as discussed above. The decrease in distributable net investment income per share reflects the net impact of the increase in weighted average shares outstanding for the six months ended June 30, 2024, primarily due to shares issued through our (i) ATM Program, (ii) dividend reinvestment plan and (iii) equity incentive plans, in each case over the last twelve months. The decrease in distributable net investment income on a per share basis includes a $0.05 per share decrease in investment income considered less consistent or non-recurring in nature.

Net Realized Gain (Loss) from Investments

The following table provides a summary of the primary components of the total net realized loss on investments of $9.0 million for the six months ended June 30, 2024:

	Six Months Ended June 30, 2024
	Full Exits			Partial Exits			Restructures			Other (a)		Total
	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		Net Gain/(Loss)
	(dollars in thousands)
LMM portfolio	$	(2,502)	1	$	10,365	1	$	—	—	$	69	$	7,932
Private Loan portfolio	—		—	—		—	(1,058)		1	(207)		(1,265)
Middle Market portfolio	(3,836)		1	(4,436)		1	(876)		1	(4)		(9,152)
Other Portfolio	(7,107)		1	—		—	—		—	496		(6,611)
Short-term portfolio	—		—	—		—	—		—	142		142
Total net realized gain (loss)	$	(13,445)	3	$	5,929	2	$	(1,934)	2	$	496	$	(8,954)

____________________

(a)Other activity includes realized gains and losses from transactions involving 24 portfolio companies which are not considered to be significant individually or in the aggregate.

Table of contents

Net Unrealized Appreciation

The following table provides a summary of the total net unrealized appreciation of $63.7 million for the six months ended June 30, 2024:

	Six Months Ended June 30, 2024
	LMM (a)		Private<br>Loan		Middle<br>Market		Other			Total
	(dollars in thousands)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period	$	(9,118)	$	(416)	$	9,433	$	6,474		$	6,373
Net unrealized appreciation (depreciation) relating to portfolio investments	38,063		(3,576)		4,657		18,176		(b)	57,320
Total net unrealized appreciation (depreciation) relating to portfolio investments	$	28,945	$	(3,992)	$	14,090	$	24,650		$	63,693

____________________

(a)Includes unrealized appreciation on 35 LMM portfolio investments and unrealized depreciation on 30 LMM portfolio investments.

(b)Other includes (i) $12.5 million of unrealized appreciation relating to the External Investment Manager, (ii) $5.0 million of net unrealized appreciation relating to the Other Portfolio and (iii) $0.6 million of net unrealized appreciation relating to the assets of the deferred compensation plan.

Income Tax Provision

The income tax provision for the six months ended June 30, 2024 of $22.0 million principally consisted of (i) a deferred tax provision of $18.3 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences and (ii) a current tax provision of $3.7 million related to a $2.5 million provision for current U.S. federal and state income taxes and a $1.2 million provision for excise tax on our estimated undistributed taxable income.

The income tax provision for the six months ended June 30, 2023 of $16.8 million principally consisted of (i) a deferred tax provision of $13.4 million and (ii) a current tax provision of $3.4 million primarily related to a $1.8 million provision for excise tax in our estimated undistributed taxable income and a $1.6 million provision for current U.S. federal and state income taxes.

Net Increase in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the six months ended June 30, 2024 was $209.8 million, or $2.45 per share, compared with $186.1 million, or $2.32 per share, during the six months ended June 30, 2023. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

For the six months ended June 30, 2024, we realized a net decrease in cash and cash equivalents of $29.6 million, which is the net result of $304.6 million of cash used in our operating activities and $274.9 million of cash provided by our financing activities.

The $304.6 million of cash used in our operating activities resulted primarily from (i) cash uses totaling $915.2 million for the funding of new and follow-on portfolio investments and (ii) $29.9 million in cash payments related to other assets and liabilities, partially offset by (i) cash proceeds totaling $472.3 million from the sales and repayments of debt investments and sales of and return on capital from equity investments and (ii) cash flows that we generated from the operating profits earned totaling $168.2 million, which is our distributable net investment income, excluding the non-cash

Table of contents

effects of the accretion of unearned income, payment-in-kind interest income, cumulative dividends and the amortization expense for deferred financing costs.

The $274.9 million of cash provided by our financing activities principally consisted of (i) $350.0 million in cash proceeds from the issuance of the March 2029 Notes, (ii) $300.0 million in cash proceeds from the issuance of the June 2027 Notes, (iii) $265.0 million in net borrowings from our Credit Facilities and (iv) $47.9 million in net cash proceeds from equity offerings from our ATM Program, partially offset by (i) $450.0 million on the repayment of the May 2024 Notes, (ii) $157.2 million in dividends paid to our stockholders, (iii) $63.8 million in repayments of SBIC debentures, (iv) $9.6 million in debt issuance costs and (v) $7.4 million in purchases of vested stock for employee payroll tax withholdings.

Capital Resources

As of June 30, 2024, we had $30.5 million in cash and cash equivalents and $915.0 million of unused capacity under the Credit Facilities which we maintain to support our investment and operating activities. As of June 30, 2024, our NAV totaled $4,957.3 million, or $29.80 per share.

As of June 30, 2024, we had $465.0 million outstanding and $645.0 million of undrawn commitments under the Corporate Facility, and $160.0 million outstanding and $270.0 million of undrawn commitments under our SPV Facility, both of which we estimated approximated fair value. Availability under our Credit Facilities is subject to certain leverage and borrowing base limitations, various covenants, reporting requirements and other customary requirements for similar credit facilities. For further information on our Credit Facilities, including key terms and financial covenants, refer to Note E — Debt included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

In January 2021, we issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “July 2026 Notes”). In October 2021, we issued an additional $200.0 million in aggregate principal amount of the July 2026 Notes. The outstanding aggregate principal amount of the July 2026 Notes was $500.0 million as of both June 30, 2024 and December 31, 2023.

In January 2024, we issued $350.0 million in aggregate principal amount of 6.95% unsecured notes due March 1, 2029 (the “March 2029 Notes”). The outstanding aggregate principal amount of the March 2029 Notes was $350.0 million as of June 30, 2024.

In June 2024, we issued $300.0 million in aggregate principal amount of 6.50% unsecured notes due June 4, 2027 (the “June 2027 Notes”). The outstanding aggregate principal amount of the June 2027 Notes was $300.0 million as of June 30, 2024.

Through the Funds, we have the ability to issue SBIC debentures guaranteed by the SBA at favorable interest rates and favorable terms and conditions. Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. On March 1, 2024, Main Street repaid $63.8 million of debentures that had reached maturity dates. Under existing SBA-approved commitments, we had $286.2 million of outstanding SBIC debentures guaranteed by the SBA as of June 30, 2024 through our wholly-owned SBICs, which bear a weighted-average annual fixed interest rate of 2.8%, paid semiannually, and mature ten years from issuance. The first maturity related to our SBIC debentures occurs in March 2027, and the weighted-average remaining duration is 5.1 years as of June 30, 2024. Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semiannually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. We expect to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds.

In December 2022, we issued $100.0 million in aggregate principal amount of 7.84% Series A unsecured notes due December 23, 2025 (the “December 2025 Notes”). In February 2023, we issued an additional $50.0 million in aggregate principal amount of the December 2025 Notes bearing interest at a fixed rate of 7.53% per year. The outstanding aggregate principal amount of the December 2025 Notes as of both June 30, 2024 and December 31, 2023 was $150.0 million.

Table of contents

In May 2024, we repaid the entire $450.0 million principal amount of the issued and outstanding 5.20% unsecured notes (the “May 2024 Notes”).

We maintain the ATM Program with certain selling agents through which we can sell up to 15,000,000 shares of our common stock by means of at-the-market offerings from time to time. During the six months ended June 30, 2024, we sold 998,349 shares of our common stock at a weighted-average price of $48.46 per share and raised $48.4 million of gross proceeds under the ATM Program. Net proceeds were $47.7 million after commissions to the selling agents on shares sold and offering costs. As of June 30, 2024, there were no share sales transactions that had not settled. As of June 30, 2024, 4,314,875 shares remained available for sale under the ATM Program. During the year ended December 31, 2023, we sold 5,149,460 shares of our common stock at a weighted-average price of $39.94 per share and raised $205.7 million of gross proceeds under the ATM Program. Net proceeds were $203.3 million after commissions to the selling agents on shares sold and offering costs.

We anticipate that we will continue to fund our investment activities through existing cash and cash equivalents, cash flows generated through our ongoing operating activities, utilization of available borrowings under our Credit Facilities, and a combination of future issuances of debt and equity capital. Our primary uses of funds will be investments in portfolio companies, operating expenses, cash distributions to holders of our common stock and repayments of note and debenture obligations as they come due.

We periodically invest excess cash balances into marketable securities and short-term investments. The primary investment objective of marketable securities and short-term investments is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in our LMM, Private Loan and Middle Market portfolio investments. Marketable securities generally consist of money market funds and certificates of deposit with financial institutions. Short-term portfolio investments consist primarily of investments in secured debt investments and independently rated debt investments.

If our common stock trades below our NAV per share, we will generally not be able to issue additional common stock at the market price, unless our stockholders approve such a sale and our Board of Directors makes certain determinations. We did not seek stockholder authorization to sell shares of our common stock below the then current NAV per share of our common stock at our 2024 Annual Meeting of Stockholders, and have not sought such authorization since 2012, because our common stock price per share has generally traded significantly above the NAV per share of our common stock since 2011. We would therefore need future approval from our stockholders to issue shares below the then current NAV per share.

In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders, after consideration and application of our ability under the Code to carry forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income.

In addition, as a BDC, we generally are required to meet a coverage ratio, or BDC asset coverage ratio, of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements are met). In January 2008, we received an exemptive order from the SEC to exclude SBA-guaranteed debt securities issued by the Funds and any other wholly-owned subsidiaries of ours which operate as SBICs from the BDC asset coverage ratio which, in turn, enables us to fund more investments with debt capital. In May 2022, our stockholders also approved the application of the reduced BDC asset coverage ratio. As a result, the BDC asset coverage ratio applicable to us decreased from 200% to 150% effective May 3, 2022. As of June 30, 2024, our BDC asset coverage ratio was 233%.

Although we have been able to secure access to additional liquidity, including through the Credit Facilities, public and private debt issuances, leverage available through the SBIC program and equity offerings, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.

Recently Issued or Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption. For a description of recently issued or adopted accounting standards, see Note B.14. — Summary of Significant Accounting Policies — Recently Issued or Adopted Accounting Standards included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Table of contents

Inflation

Inflation has not historically had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, specifically including over the last few years, as a result of recent geopolitical events, supply chain and labor issues, and may continue to experience, the increasing impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third-party services and required energy consumption. These issues and challenges related to inflation are receiving significant attention from our investment teams and the management teams of our portfolio companies as we work to manage these growing challenges. Prolonged or more severe impacts of inflation to our portfolio companies could continue to affect their operating profits and, thereby, increase their borrowing costs, and as a result negatively impact their ability to service their debt obligations and/or reduce their available cash for distributions. In addition, these factors could have a negative effect on the fair value of our investments in these portfolio companies. The combined impacts therefrom in turn could negatively affect our results of operations.

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the Consolidated Balance Sheets. At June 30, 2024, we had a total of $288.2 million in outstanding commitments comprised of (i) 87 investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) 9 investments with equity capital commitments that had not been fully called.

Contractual Obligations

As of June 30, 2024, the future fixed commitments for cash payments in connection with the July 2026 Notes, the March 2029 Notes, the June 2027 Notes, SBIC debentures, the December 2025 Notes and rent obligations under our office lease for each of the next five years and thereafter are as follows.

	2024		2025		2026		2027		2028		Thereafter		Total
	(dollars in thousands)
July 2026 Notes	$	—	$	—	$	500,000	$	—	$	—	$	—	$	500,000
Interest due on July 2026 Notes	7,500		15,000		15,000		—		—		—		37,500
March 2029 Notes	—		—		—		—		—		350,000		350,000
Interest due on March 2029 Notes	15,473		24,325		24,325		24,325		24,325		12,163		124,936
June 2027 Notes	—		—		—		300,000		—		—		300,000
Interest due on June 2027 Notes	9,533		19,500		19,500		9,967		—		—		58,500
SBIC debentures	—		—		—		75,000		75,000		136,200		286,200
Interest due on SBIC debentures	4,208		8,146		8,146		7,429		4,982		9,661		42,572
December 2025 Notes	—		150,000		—		—		—		—		150,000
Interest due on December 2025 Notes	5,803		11,637		—		—		—		—		17,440
Operating Lease Obligation (1)	550		1,115		1,135		1,155		1,175		6,499		11,629
Total	$	43,067	$	229,723	$	568,106	$	417,876	$	105,482	$	514,523	$	1,878,777

____________________

(1)Operating Lease Obligation means a rent payment obligation under a lease classified as an operating lease and disclosed pursuant to ASC 842, as may be modified or supplemented.

As of June 30, 2024, we had $465.0 million in borrowings outstanding under our Corporate Facility, and the Corporate Facility is scheduled to mature $31.4 million in August 2027 and $433.6 million in June 2029, refer to Note E — Debt included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q. As of June 30, 2024, we had $160.0 million in borrowings outstanding under our SPV Facility, and the SPV Facility is scheduled to mature in November 2027.

Table of contents

Related Party Transactions and Agreements

We have entered into agreements and transactions with the External Investment Manager, MSC Income, the Private Loan Fund and the Private Loan Fund II, whereby we have made debt and equity investments and receive certain fees, expense reimbursements and investment income. See Note D — External Investment Manager and Note L — Related Party Transactions included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding these related party transactions and agreements.

In addition, we have a deferred compensation plan, whereby non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and directors’ fees, subject to certain limitations. See Note L — Related Party Transactions included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding the deferred compensation plan.

Recent Developments

In August 2024, we declared a supplemental dividend of $0.30 per share payable in September 2024. This supplemental dividend is in addition to the previously announced regular monthly dividends that we declared of $0.245 per share for each of July, August and September 2024 or total regular monthly dividends of $0.735 per share for the third quarter of 2024.

In August 2024, we also declared regular monthly dividends of $0.245 per share for each of October, November and December of 2024. These regular monthly dividends equal a total of $0.735 per share for the fourth quarter of 2024, representing a 4.3% increase from the regular monthly dividends paid in the fourth quarter of 2023. Including the regular monthly and supplemental dividends declared for the third and fourth quarters of 2024, we will have paid $42.625 per share in cumulative dividends since our October 2007 initial public offering.

After quarter end, we received approval from the SBA for $63.8 million of additional SBIC funding which we expect to draw in the third quarter of 2024, at which point the total outstanding amount of SBIC debentures would equal the regulatory maximum amount of $350.0 million.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates, and changes in interest rates may affect both our interest expense on the debt outstanding under our Credit Facilities and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rate indices, including SOFR and Prime rates, to the extent that any debt investments include floating interest rates. See Risk Factors — Risks Related to our Business and Structure — We are subject to risks associated with the interest rate environment and changes in interest rates will affect our cost of capital, net investment income and the value of our investments. and Risk Factors — Risks Related to Leverage — Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us. included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for more information regarding risks associated with our debt investments and borrowings that utilize SOFR or Prime as a reference rate.

The majority of our debt investments are made with either fixed interest rates or floating rates that are subject to contractual minimum interest rates for the term of the investment. As of June 30, 2024, 66% of our debt Investment Portfolio (at cost) bore interest at floating rates, 93% of which were subject to contractual minimum interest rates. As of June 30, 2024, 72% of our debt obligations bore interest at fixed rates. Our interest expense will be affected by changes in the published SOFR rate in connection with our Credit Facilities; however, the interest rates on our outstanding July 2026 Notes, March 2029 Notes, June 2027 Notes, SBIC Debentures and December 2025 Notes, which collectively comprise the majority of our outstanding debt, are fixed for the life of such debt. As of June 30, 2024, we had not entered into any interest rate hedging arrangements. Due to our limited use of derivatives, we have claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under such Act. The Company expects to operate as a “limited derivatives user” under Rule 18f-4 under the 1940 Act.

Table of contents

The following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of June 30, 2024.

Basis Point Change	Increase<br>(Decrease)<br>in Interest<br>Income		(Increase)<br>Decrease<br>in Interest<br>Expense		Increase<br>(Decrease) in Net<br>Investment<br>Income		Increase<br>(Decrease) in Net<br>Investment<br>Income per Share
	(dollars in thousands, except per share amounts)
(200)	$	(43,187)	$	12,500	$	(30,687)	$	(0.35)
(175)	(37,789)		10,938		(26,851)		(0.31)
(150)	(32,091)		9,375		(22,716)		(0.26)
(125)	(26,646)		7,813		(18,833)		(0.22)
(100)	(21,318)		6,250		(15,068)		(0.17)
(75)	(15,991)		4,688		(11,303)		(0.13)
(50)	(10,663)		3,125		(7,538)		(0.09)
(25)	(5,334)		1,563		(3,771)		(0.04)
25	5,334		(1,563)		3,771		0.04
50	10,667		(3,125)		7,542		0.09
75	16,001		(4,688)		11,313		0.13
100	21,334		(6,250)		15,084		0.17
125	26,668		(7,813)		18,855		0.22
150	32,001		(9,375)		22,626		0.26
175	37,335		(10,938)		26,397		0.30
200	42,668		(12,500)		30,168		0.35

Although we believe that this analysis is indicative of the impact of interest rate changes to our Net Investment Income as of June 30, 2024, the analysis does not take into consideration future changes in the credit market, credit quality or other business or economic developments that could affect our Net Investment Income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above. The hypothetical results assume that all SOFR and Prime rate changes would be effective on the first day of the period. However, the contractual SOFR and Prime rate reset dates would vary throughout the period. The majority of our investments are based on contracts which reset quarterly, while our Credit Facilities reset monthly. The hypothetical results would also be impacted by the changes in the amount of debt outstanding under our Credit Facilities (with an increase (decrease) in the debt outstanding under the Credit Facilities resulting in an (increase) decrease in the hypothetical interest expense).

Item 4. Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act. There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of contents

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

Item 1A. Risk Factors

You should carefully consider the risks described below and all other information contained in this Quarterly Report on Form 10-Q, including our interim consolidated financial statements and the related notes thereto, before making a decision to purchase our securities. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.

In addition to the other information set forth in this report, you should carefully consider the risk factors described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that we filed with the SEC on February 23, 2024, which could materially affect our business, financial condition and/or operating results.

There are no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2024, we issued 179,511 shares of our common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of common stock issued during the three months ended June 30, 2024, under the dividend reinvestment plan was $8.8 million.

Upon vesting of restricted stock awarded pursuant to our employee equity compensation plan, shares may be withheld to meet applicable tax withholding requirements. Any withheld shares are treated as common stock purchases by the Company in our consolidated financial statements as they reduce the number of shares received by employees upon vesting (see “Purchase of vested stock for employee payroll tax withholding” in the Consolidated Statements of Changes in Net Assets for share amounts withheld).

Table of contents

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plans for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Officer Appointments

On August 5, 2024, our Board of Directors appointed Ryan R. Nelson to serve as our Chief Financial Officer and Treasurer and Ryan H. McHugh to serve as our Vice President, Chief Accounting Officer and Assistant Treasurer, each effective as of August 12, 2024. Mr. Nelson currently serves as the Company’s Vice President, Chief Accounting Officer and Assistant Treasurer and succeeds Jesse E. Morris in the new role. Mr. Morris will continue to serve as the Company’s Executive Vice President, Chief Operating Officer and Senior Managing Director. Mr. McHugh currently serves as the Company’s Vice President of Finance.

Mr. Nelson, age 41, a certified public accountant, has been our Vice President, Chief Accounting Officer and Assistant Treasurer since March 2023 and previously served as our Vice President of Finance since joining Main Street in December 2022. Prior to joining Main Street, Mr. Nelson spent four years with Conn’s, Inc. (NASDAQ: CONN), a furniture, mattress, electronics and appliance store chain, where he worked in several leadership roles, including Vice President and Chief Accounting Officer. On July 23, 2024, Conn’s and certain of its subsidiaries filed for voluntary protection under Chapter 11 of the Bankruptcy Code. Prior to joining Conn’s, Mr. Nelson spent seven years with EnLink Midstream Partners, a midstream energy services company, where he worked in several leadership roles in their accounting group. Mr. Nelson started his career at KPMG LLP.

Mr. McHugh, age 47, a certified public accountant, has been our Vice President of Finance since May 2024. Prior to joining Main Street, Mr. McHugh spent eight years with Academy Sports + Outdoors (NASDAQ: ASO) where he worked in several leadership roles including Vice President and Corporate Controller. Prior to joining Academy, Mr. McHugh held various accounting leadership roles at Glori Energy (NASDAQ: GLRI) and Stewart Title Company (NYSE: STC). Mr. McHugh started his career at Grant Thorton in the assurance practice.

The Company is granting Mr. Nelson $150,000 in shares of restricted stock pursuant to the Main Street Capital Corporation 2022 Equity and Incentive Plan in connection with his promotion, 20% of which award is scheduled to vest on each of April 1, 2025, 2026, 2027. 2028 and 2029.

There is no arrangement or understanding between either Mr. Nelson or Mr. McHugh and any other persons pursuant to which he is being appointed as the Company’s Chief Financial Officer and Treasurer or Vice President, Chief Accounting Officer and Assistant Treasurer, respectively. There are no family relationships between either Mr. Nelson or Mr. McHugh and any director, director nominee or executive officer of the Company, and there are no current or proposed transactions between the Company and either Mr. Nelson or Mr. McHugh or their respective immediate family members that would require disclosure under Item 404(a) of Regulation S-K.

Table of contents

Item 6. Exhibits

Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit<br><br>Number	Description of Exhibit
4.1*	Seventh Supplemental Indenture, dated June 4, 2024, between Main Street Capital Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (previously filed as Exhibit 4.1 to Main Street Capital Corporation’s Current Report on Form 8-K filed on June 4, 2024 (File No. 1-33723))
4.2*	Form of 6.50% Notes due 2027 (contained in the Seventh Supplemental Indenture incorporated by reference as Exhibit 4.1 hereto)
10.1*	Fifth Amendment, dated May 26, 2024, to Third Amended and Restated Credit Agreement by and among Main Street, the guarantors party thereto, Truist Bank, as administrative agent, and the lenders party thereto (previously filed as Exhibit 99.1 to Main Street Capital Corporation’s Current Report on Form 8-K filed on May 30, 2024 (File No. 1-33723))
10.2*	Sixth Amendment, dated as of June 27, 2024, to the Third Amended and Restated Credit Agreement by and among Main Street, the guarantors party thereto, Truist Bank, as administrative agent, and the lenders party thereto (previously filed as Exhibit 10.1 to Main Street Capital Corporation’s Current Report on Form 8-K filed on June 28, 2024 (File No. 1-33723))
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101	The following financial information from our Quarterly Report on Form 10-Q for the second quarter of fiscal year 2024, filed with the SEC on August 9, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets at June 30, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023, (iii) the Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023, (v) the Consolidated Schedule of Investments for the periods ended June 30, 2024 and December 31, 2023, (vi) the Notes to Consolidated Financial Statements and (vii) the Consolidated Schedule 12-14 for the six months ended June 30, 2024 and 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

______________________

* Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

Table of contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Main Street Capital Corporation
	/s/ DWAYNE L. HYZAK
Date: August 9, 2024	Dwayne L. Hyzak
	Chief Executive Officer
	(principal executive officer)
	/s/ JESSE E. MORRIS
Date: August 9, 2024	Jesse E. Morris
	Chief Financial Officer and Chief Operating Officer
	(principal financial officer)
	/s/ RYAN R. NELSON
Date: August 9, 2024	Ryan R. Nelson
	Chief Accounting Officer
	(principal accounting officer)

150

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS AMENDED

I, Dwayne L. Hyzak, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 of Main Street Capital Corporation (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this August 9, 2024.

By:	/s/ DWAYNE L. HYZAK
	Dwayne L. Hyzak
	Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS AMENDED

I, Jesse E. Morris, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 of Main Street Capital Corporation (the “registrant”);

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this August 9, 2024.

By:	/s/ JESSE E. MORRIS
	Jesse E. Morris
	Chief Financial Officer and Chief Operating Officer

Document

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the accompanying Quarterly Report of Main Street Capital Corporation (the “Registrant”) on Form 10-Q for the quarterly period ended June 30, 2024 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Dwayne L. Hyzak, the Chief Executive Officer of the Registrant, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ DWAYNE L. HYZAK
Name:	Dwayne L. Hyzak
Date:	August 9, 2024

Document

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the accompanying Quarterly Report of Main Street Capital Corporation (the “Registrant”) on Form 10-Q for the quarterly period ended June 30, 2024 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Jesse E. Morris, the Chief Financial Officer of the Registrant, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ JESSE E. MORRIS
Name:	Jesse E. Morris
Date:	August 9, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended June 30, 2024

For the transition period from: to

Commission File Number: 001-33723

Main Street Capital Corporation

(713) 350-6000

n/a

TABLE OF CONTENTS

MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

The accompanying notes are an integral part of these consolidated financial statements

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

The accompanying notes are an integral part of these consolidated financial statements

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

The accompanying notes are an integral part of these consolidated financial statements

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

The accompanying notes are an integral part of these consolidated financial statements

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2024

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)